Covenant Not to Encumber. Seller represents, warrants and covenants to Buyer that from the Effective Date until the date of Closing for the Membership Interests or the date of termination of this Agreement, whichever occurs first, neither Company or Seller will (i) enter into or execute any contract, covenant, deed, restriction, right-of-way, easement, mortgage, deed of trust, or other agreement, encumbering, transferring or otherwise affecting the Property, any other Project Assets or the Membership Interests, (ii) on the Company’s behalf, incur any debts, liabilities, undertakings, performances, commitments or other obligations or (iii) permit any of the above to occur.
Covenant Not to Encumber. From and after the Execution Date until each of the Closing Date or the termination of this Agreement, the Seller shall not grant any mortgage, lease or other lien and/or encumbrance on title to the Properties, without the prior written consent of the Buyer which consent may be withheld in Buyer’s sole discretion.
Covenant Not to Encumber. Title to all raw material, Products and packaging furnished by or on behalf of AMVAC shall at all times remain in AMVAC, and BASF hereby disclaims any right, title or interest in any such raw material, Products or packaging. BASF shall not impose or permit to be imposed upon any of the raw material, Product or packaging furnished by or on behalf of AMVAC or the Manufacturing Equipment and within the custody and control of BASF any liens or encumbrances whatsoever, except for liens caused by or created by AMVAC, and BASF warrants to AMVAC with respect to all of the same delivered by it hereunder, that such raw material, Products and packaging shall be delivered free from any lawful security interest or lien or other encumbrance through BASF. BASF shall defend, indemnify and hold AMVAC harmless against all liens and claims created by BASF against any of the raw material, Products or packaging, and those for labor and materials, except for liens caused or created by AMVAC. AMVAC shall be solely responsible for settling by agreement or otherwise providing for the discharge of any lien or claim not created by BASF which prevents or interferes with BASF's performance of Services, and shall indemnify and hold BASF harmless from all claims, liabilities, expenses, damages or losses arising out of or resulting from any such lien or claim. BASF shall be solely responsible for settling by agreement or otherwise providing for the discharge of any lien or claim permitted by BASF on the raw material, Products, packaging, or Manufacturing Equipment.
