Lien Removal. Except for (i) taxes not yet due and payable as of the Closing, (ii) installments of special assessments due and payable after the Closing, and (iii) Liens (as hereinafter defined and provided) that are either bonded or insured over in a form reasonably satisfactory to Purchaser, all other liens and encumbrances of ascertainable amounts incurred by Seller or by, for or on behalf of Seller, except the Permitted Exceptions, shall be removed from record by Seller or Seller shall make arrangements satisfactory to the Title Company for the removal of, or title insurance over (in form reasonably satisfactory to Purchaser), such liens and encumbrances of record on the Closing Date. Notwithstanding the foregoing, any liens or encumbrances attaching to the title of the Real Property as a result of work performed on or material supplied to the Project by Seller or on behalf of anyone claiming by, through or under Seller (except Tenants and New Tenants under Qualified Leases, as hereinafter defined) or as a result of Seller's failure to pay, when due, a Commission (collectively, "Lien" or "Liens") may be contested by Seller as hereafter provided. Within thirty (30) days after the recording of a Lien recorded or filed after the Closing, Seller shall, at its election, either (i) bond over the same, or (ii) cause the Title Company to insure over the same (in form and substance reasonably satisfactory to Purchaser), in order, in the instances of either clause (i) or (ii) above, to reasonably protect the Purchaser and the Project (or any part thereof) from and against the subject Lien. Thereafter, in the manner elected by Seller, Seller may contest such Lien provided that, within thirty (30) days following the entry by a court of competent jurisdiction of a final judgment or decree in favor of the claimant of such Lien, Seller shall pay and satisfy such Lien and cause it to be released of record. In the event Seller fails to pay and satisfy any Lien within thirty (30) days following the entry by a court of competent jurisdiction of a final judgment or decree in favor of the claimant of such Lien or fails to bond over or insure over a Lien as provided in this Paragraph 9.03, Purchaser may offset so much of any Earn-Out Payment of Footage Payment subsequently payable by Purchaser hereunder by the amount incurred by Purchaser for effectuating the satisfaction and release of the subject Lien.
Lien Removal. Debtor is hereby authorized by Creditor to file any UCC termination statements terminating any and all currently effective liens, encumbrances or UCC financing statements filed or existing against Debtor (or any of its assets or properties) related to the Payment Obligations of the Creditor Claims including any financing statement filed with the Delaware or Texas Secretary of State.
Lien Removal. (a) The Contractor will, at its own cost and expense, cause any and all Liens filed or made by a Subcontractor or any other Person against the Job Site or the BXXX, any interest therein, or upon any materials, equipment or structures encompassed therein, or upon the premises upon which they are located, to be released, vacated or discharged no later than thirty (30) days after the earlier of the Owner having sent the Contractor written Notice of any claim of Lien and the Contractor having become aware of a claim for Lxxx except to the extent such Liens are attributable to the non-payment by the Owner of amounts due and payable hereunder or which are attributable to the willful misconduct of the Owner. If the Lien is merely vacated, the Contractor shall, if requested, undertake the Owner’s defence of any subsequent lawsuit commenced in respect of the lien at the Contractor’s sole expense.
Lien Removal. Prior to the Closing, the ACME Entities shall take all necessary action to remove any Encumbrances (except Permitted Encumbrances), including those referenced in Schedule 4.15, on the Purchased Assets.
Lien Removal. The City will remove any liens, and relinquish any claim to any liens, placed on Plaintiffs' properties or the properties ofpotential Class Members as a result ofbeing criminally prosecuted by Xxxxxx & Xxxxxx LLP and subsequently criminally convicted (whether by guilty plea or court trial).
Lien Removal. 54 SECTION 12. Expenses.................................................................................. 54
Lien Removal. (a) Each Lessor Parent Trust Company, in its individual capacity, and each Lessor Parent agrees to take such action as may be necessary and within its power to discharge, or cause each related Lessor to discharge, any Lessor Liens attributable to it or any of its Affiliates (including in the case of each Lessor Parent Trust Company and each Lessor Parent, each related Lessor); provided that the foregoing shall not apply to any Lessor Liens attributable to claims either not yet due or being contested by appropriate proceedings in good faith so long as such proceedings do not involve any risk of the sale, forfeiture or loss of all or any part of any Aircraft, title to any thereof, interest therein or use thereof.
Lien Removal. (a) Without limiting the closing condition in Section 5.01(i)(A), Seller shall, and shall cause its Subsidiaries to, (i) use reasonable best efforts to remove prior to or as of the Initial Closing Date any Liens on Shares or assets (other than Permitted Liens on assets) set forth in Section 7.14 of the Seller Disclosure Letter, and (ii) use commercially reasonable efforts to remove prior to or as of the Initial Closing Date any Liens (other than Permitted Liens on assets) that may be identified by Purchaser prior to the Initial Closing Date (that are not set forth in Section 7.14 of the Seller Disclosure Letter) on the Shares, the Acquired Assets or the assets of Transferred Subsidiaries. It is agreed that to the extent that the removal of a Lien requires the repayment of indebtedness of a Transferred Subsidiary, Seller agrees to cooperate prior to the applicable Closing in arranging for the repayment of such indebtedness; provided that only such repayment shall occur on the applicable Closing Date using funds provided by Purchaser (it being agreed that in such event the amount of such funds provided by Purchaser shall reduce the Worldwide Purchase Price by an equal amount and such indebtedness shall not be included in the calculation of the Indebtedness Balance).
Lien Removal. Liens in the Company Assets shall have been discharged except for liens arising from: (i) Community Betterment Economic Account Loans; and (ii) Kirkwood New Industrial Training Agreements.
Lien Removal. The Company shall have provided to Purchaser documentation for the release of all Encumbrances on the Company’s assets or properties registered in favor of TriplePoint Capital LLC, in form and substance reasonably satisfactory to Purchaser, which shall include a letter addressed to the Israeli Registrar of Companies duly executed by TriplePoint Capital LLC requesting the removal of the Encumbrances registered in favor of TriplePoint Capital LLC on certain of the Company’s assets.
