Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest in its applicable Real Property shall be conveyed by such Seller, and Buyer agrees to acquire such Seller’s interest in such Real Property, subject only to the Permitted Exceptions applicable to such Real Property. Notwithstanding anything in this Agreement to the contrary, Sellers shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, of (i) any Voluntary Encumbrance created by Sellers on or after the Effective Date (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances, if any, (ii) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through Sellers, including without limitation the Existing Loan Exceptions (collectively, the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumption, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan Exceptions, and (iii) any lien other than the Financing Liens that encumbers the Real Property that is not a Permitted Exception and that may be removed by the payment of a sum of money (each lien described in this clause (iii) being referred to as a “Monetary Encumbrance”). Notwithstanding the foregoing, Sellers shall not be obligated to spend more than $100,000 in the aggregate with respect to all Monetary Encumbrances relating to each individual Asset; provided that, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary Encumbrances; and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance is bonded over by Sellers or others at or prior to the Closing or if Sellers escrow sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title Company) then Sellers shall be deemed to have satisfied the provisions of this subsection 8.3(a) and caused the release of such Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance. The parties ...
Certain Exceptions to Title; Inability to Convey. (a) Seller’s interest in the Real Property shall be conveyed by Seller, and Purchaser agrees to acquire Seller’s interest in the Real Property, subject only to the Permitted Exceptions. Notwithstanding anything in this Agreement to the contrary, Seller shall be obligated at or prior to the Closing to cause the release or discharge, at Seller’s sole cost and expense, of any Required Cure Items. The parties acknowledge and agree that Seller shall have the right to apply or cause the Escrow Agent to apply all or any portion of the Purchase Price to cause the release or discharge of any Required Cure Items when escrow is broken at Closing.
Certain Exceptions to Title; Inability to Convey. (a) Nothing contained in this Agreement shall be deemed to require Seller to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor.
