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Estoppels
Estoppels contract clause examples

In accordance with the further terms and conditions of this Section 6.3, Sellers shall use their respective commercially reasonable efforts to provide Conforming Estoppels from the Tenants. Notwithstanding the foregoing, at a minimum Sellers shall deliver to Buyer at or prior to Closing a Conforming Estoppel (as hereinafter defined) from: # all Tenants that are open and occupying more than 10,000 square feet of space, which as of the Original Effective Date are those Tenants listed on [Schedule 6.3] attached hereto and incorporated herein (each a “Major Tenant”); # intentionally omitted; and # such additional Tenants (other than the Major Tenants) under the Leases with an original term of more than twelve (12) months (such additional tenants, the “Non-Major Tenants”) so that the Conforming Estoppels obtained from the Non-Major Tenants and the Major Tenants collectively cover in the aggregate not less than ninety percent (90%) of the overall total open and occupied gross leasable area of each Property that are subject to Leases with an original term of more than twelve (12) months. The Conforming Estoppels required to be delivered pursuant to subparts (i), (ii) and (iii) in the preceding sentence and that are a condition to Closing as more particularly set forth herein are defined collectively as the “Required Estoppels”. For

In accordance with the further terms and conditions of this Section 6.4, Seller shall use its commercially reasonable efforts to provide tenant estoppel certificates (the “Tenant Estoppels”) from the tenants under the Leases. Notwithstanding the foregoing, at a minimum Seller shall deliver to Buyer at or prior to Closing a Tenant Estoppel from: # all tenants that are open and occupying more than 20,000 square feet of space, which as of the Effective Date are listed on [Schedule 6.4(a)] attached hereto (each a “Major Tenant”); and # tenants under the Leases leasing not less than 50% of the remaining open and occupied gross leasable area of the Properties (on an aggregate basis) that are subject to Leases having a remaining term of more than twelve (12) months. The Tenant Estoppels required to be delivered pursuant to subparts (i) and (ii) in the preceding sentence and that are a condition to Closing (the “Estoppel Condition”) as more particularly set forth herein are defined collectively as the “Required Estoppels”. For the avoidance of doubt, the parties under the Temporary Occupancy and Ancillary Agreements referenced on Exhibit C-22] shall not be considered tenants from which “Required Estoppels” are required under this Section 6.4(a).

Any Tenant Estoppel that is deemed delivered in accordance with the terms of the applicable tenant's Lease shall satisfy the delivery requirement for such tenant under this Agreement. Notwithstanding anything herein contained to the contrary, in the event Seller has not obtained the Conforming Estoppel(s) from any Non-Major Tenant(s) after making commercially reasonable efforts to obtain same, such Seller shall have the option, but not the obligation, to deliver Seller estoppel certificates (“Seller Estoppels”) at or prior to Closing for any such Non-Major Tenants, which Seller Estoppels shall be substantially in the form of Exhibit “G-2”; provided, however, under no circumstances shall delivery of Seller Estoppels be permitted with respect to

the Major Tenants. A Seller Estoppel (if given) shall be an acceptable substitute for the respective Conforming Estoppel not yet received and shall count toward the delivery requirement with respect to the Required Estoppels; provided, however, in no event shall Buyer be required to accept Seller Estoppels in excess of ten percent (10%) of the gross leased area at any Shopping Center. The statements made by any Seller in any Seller Estoppel shall be deemed to be representations and warranties of such Seller contained in this Agreement to the same extent, and with the same effect, as if such representations and warranties were set forth in Section 9.1 of this Agreement and shall be subject to the terms and provisions of Section 9.1 of this Agreement, including, without limitation, the Cap (as hereinafter defined) and the Survival Period, but expressly excluding the Floor (as hereinafter defined). Notwithstanding anything contained herein to the contrary, each Seller Estoppel shall be released on the earlier to occur of # the date upon which Tenant executes its own Conforming Estoppel and delivers the same to Buyer, and # the expiration of the Survival Period.

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