Elimination of Liens Sample Clauses

Elimination of Liens. If any Title Objections which are not Permitted Exceptions appear in any Title Update or Survey Update, then, notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to cause to be released, satisfied and otherwise discharged of record all such Title Objections which are (1) a mortgage, deed of trust, security agreement, financing statement, or any other instrument which evidences or secures indebtedness of Seller, (2) a mechanics’ lien, including, without limitation, in connection with the Tenant Improvement Work (as hereinafter defined) (other than a mechanics’ lien against a Tenant or other occupant of the Property), (the items described in the preceding subclauses (1) and (2), collectively, “Monetary Encumbrances”) or (3) any other lien which can be satisfied by the payment of a liquidated sum not in excess of $1,000,000, in the aggregate of all such other liens (the items described in the preceding subclause (3) being “Other Liens”) and (4) any encumbrances voluntarily recorded or otherwise placed or permitted to be placed by Seller against the Property on or following the date of Purchaser’s Title Commitment and not approved by Purchaser, in its sole discretion, in writing in advance thereof (“Voluntary Encumbrances”). In lieu of eliminating any Title Objections which are not Permitted Exceptions which Seller may elect, or be required, pursuant to the express terms hereof, to eliminate under this Agreement, Seller may deposit with the Title Company such amount of money as may be determined by the Title Company as being sufficient to induce the Title Company, without the payment of any additional premium by Purchaser, to omit such Title Objections which are not Permitted Exceptions from Purchaser’s title insurance policy. If, as of the Closing Date, there are any Title Objections (which are not Permitted Exceptions or are not otherwise omitted from Purchaser’s title insurance policy), then Purchaser shall have the right (as its sole and exclusive remedy with respect to such matters) either to (I) terminate this Agreement by delivering notice thereof to Seller, or (II) waive, in writing, its objection thereto and consummate the Closing, in which event (i) such Title Objections shall thereupon constitute Permitted Exceptions for all purposes of this Agreement and (ii) Seller shall be obligated at Closing, to remove any Voluntary Encumbrances which are not Permitted Exceptions and Purchaser shall be entitled to a c...
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Elimination of Liens. Amtech shall have caused any material Lien -------------------- (other than Permitted Liens) on any of the properties, rights or assets of any member of TSG to be eliminated.
Sample 1
Elimination of Liens. Each of Parent and Subject Company shall, and shall cause its Subsidiaries to, take, or cause to be taken, all actions necessary so that the assets of such party and its Subsidiaries are, as of the Effective Time, free and clear of (i) any Liens, other than Permitted Liens, set forth on Schedule 7.13 to this Agreement, and (ii) any Liens, other than Permitted Liens, incurred from and after the date hereof and prior to the Closing Date. Notwithstanding the foregoing, if the Required Banks (as defined in the Credit Agreement) require, as a condition to their giving consent to the Merger, that Liens be removed other than those which are required to be removed under this Section 7.13, then the removal of such Liens required by the Required Banks shall be a condition to the obligations of Parent pursuant to Section 8.1(k), but the failure to obtain such removal shall not be a breach of this Agreement.
Sample 1
Elimination of Liens. If any defects, objections or exceptions in the title to the Property appear in such commitment (other than the Permitted Exceptions) which Purchaser is not required to accept under the terms of this Agreement, the Seller may, at its election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that Seller shall have no obligation to incur any expense in connection with curing such defects, objections or exceptions, other than (1) judgments against Seller, or (2) mortgages or other liens which can be satisfied by payment of a liquidated amount; provided, however, except as hereinafter set forth, Seller's obligation to cure such judgments or liens shall be limited to an amount not to exceed $1,000,000. Seller, in its discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defects, objections or exceptions. If Seller is unable to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before such adjourned date for the Closing, Purchaser shall elect either to (i) terminate this Agreement by notice given to the Seller, in which event the provisions of Section 6.2 shall apply, or (ii) accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction of the Purchase Price. Except as may be required in connection with the Light Rail Line (as hereinafter defined), Seller hereby agrees and covenants that it shall not voluntarily place any defects, objections or exceptions on title to the Property from and after the date of issuance of the Title Commitment.
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Elimination of Liens. Borrowers covenant and agree to use -------------------- their best efforts to remove or cause to be removed, as soon as practicable after the date hereof, each UCC-1 financing statement that exists as of the date hereof with respect to either Borrower or any Subsidiary that was filed in connection with Indebtedness of any such Loan Party which is no longer outstanding as of the date hereof.
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Elimination of Liens. 52 7.14. PRESS RELEASES........................................................................52 7.15.
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Elimination of Liens. 44 7.14. PRESS RELEASES................................................44 7.15. DEBT; WORKING CAPITAL.........................................45 7.16. CERTAIN POST-CLOSING SERVICES.................................45 7.17.
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Related to Elimination of Liens

  • Creation of Liens Create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter acquired, except Permitted Encumbrances.

  • Termination of Liens The Lender shall have received duly executed UCC-3 Termination Statements and other instruments, in form and substance satisfactory to the Lender, as shall be necessary to terminate and satisfy all Liens on the Property of the Borrower and its Subsidiaries except Permitted Liens.

  • Subordination of Liens Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

  • Reaffirmation of Liens (a) Each of the Borrower and each Guarantor (i) is party to certain Security Documents securing and supporting the Borrower’s and Guarantors’ obligations under the Loan Documents, (ii) represents and warrants that it has no defenses to the enforcement of the Security Documents and that according to their terms the Security Documents will continue in full force and effect to secure the Borrower’s and Guarantors’ obligations under the Loan Documents, as the same may be amended, supplemented, or otherwise modified, and (iii) acknowledges, represents, and warrants that the liens and security interests created by the Security Documents are valid and subsisting and create a first and prior Lien (subject only to Permitted Liens) in the Collateral to secure the Secured Obligations.

  • Perfection of Liens To help the Bank perfect and protect its security interests and liens, and reimburse it for related costs it incurs to protect its security interests and liens.

  • Waiver of Liens State Street, for itself, its employees, permitted Subcontractors and materialmen, hereby waives and relinquishes all right to file, have or maintain a mechanic’s or similar claim or lien against any property of any BTC Recipient or any part thereof for or on account of the work or any materials or Equipment furnished under the Service Modules. State Street will not create or permit to be created or remain, any lien, encumbrance or charges levied on account of any mechanics’ lien or claim, which may become a lien, encumbrance or charge upon any of the property of any BTC Recipient or any part thereof. For avoidance of doubt, the foregoing shall not waive or preclude the grant of any lien or security interest provided under any Service Module with respect to custody services and related extensions of credit.

  • Subordination of Liabilities [Name of Payor] (the “Company”), for itself, and its successors and assigns, covenants and agrees, and each holder of the Note to which this Annex A is attached (the ‘‘Note’’) by its acceptance thereof likewise covenants and agrees, that the payment of the principal of, interest on, and all other amounts owing in respect of, the Note (the “Subordinated Indebtedness”) is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Senior Indebtedness (as defined in Section 1.07 of this Annex A). The provisions of this Annex A shall constitute a continuing offer to all persons or other entities who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.

  • Termination of Lien The Liens and rights granted to Laurus hereunder and any Ancillary Agreements and the financing statements filed in connection herewith or therewith shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that any Company’s account may from time to time be temporarily in a zero or credit position, until all of the Obligations have been indefeasibly paid or performed in full after the termination of this Agreement. Laurus shall not be required to send termination statements to any Company, or to file them with any filing office, unless and until this Agreement and the Ancillary Agreements shall have been terminated in accordance with their terms and all Obligations indefeasibly paid in full in immediately available funds.

  • Removal of Liens Except for the lien of this Mortgage, the Shipowner will not suffer to be continued any lien, encumbrance or charge on the Vessel, and in due course and in any event within thirty (30) days after the same becomes due and payable or within fourteen (14) days after being requested to do so by the Mortgagee, the Shipowner will pay or cause to be discharged or make adequate provision for the satisfaction or discharge of all claims or demands, and will cause the Vessel to be released or discharged from any lien, encumbrance or charge therefor.

  • Subordination of Lien; Waiver of Set-Off In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent (except that the Securities Intermediary may set off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Securities Account and (ii) the face amount of any checks which have been credited to such Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds).

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