Common use of Lien Removal Clause in Contracts

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). (b) Following the Initial Closing and without limiting the indemnification obligations of Seller, Seller agrees to reasonably cooperate, at the reasonable request of Purchaser, in the removal of any Liens (other than Permitted Liens on assets) identified by Purchaser after the Initial Closing Date on the Shares, the Acquired Assets or the assets of Transferred Subsidiaries.

Lien Removal. Except for (ai) Without limiting taxes not yet due and payable as of the closing condition 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 Section 5.01(i)(Aa 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, and shall cause at its Subsidiaries toelection, either (i) use reasonable best efforts to remove prior to bond over the same, 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 cause the Title Company to remove prior insure over the same (in form and substance reasonably satisfactory 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 Purchaser), in Section 7.14 of the Seller Disclosure Letter) on the Sharesorder, 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 instances of either clause (i) or (ii) above, to reasonably protect the Indebtedness Balance). Purchaser and the Project (bor any part thereof) Following from and against the Initial Closing and without limiting subject Lien. Thereafter, in the indemnification obligations of manner elected by Seller, Seller agrees 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 reasonably cooperatebe 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, at the reasonable request of Purchaser, in the removal Purchaser may offset so much of any Liens (other than Permitted Liens on assets) identified Earn-Out Payment of Footage Payment subsequently payable by Purchaser after hereunder by the Initial Closing Date on amount incurred by Purchaser for effectuating the Shares, satisfaction and release of the Acquired Assets or the assets of Transferred Subsidiariessubject Lien.

Lien Removal. Except for (ai) Without limiting taxes not yet due and payable as of the closing condition applicable Closing, (ii) installments of special assessments due and payable after the applicable Closing, and (iii) Liens that are either bonded or insured over in Section 5.01(i)(Aa 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 the 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 applicable Closing Date. Notwithstanding the foregoing, any liens or encumbrances attaching to the title of the applicable Phase as a result of work performed on or material supplied to the applicable Phase 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 that is recorded or filed after the applicable Closing and that affects the closed Phase, Seller shall, and shall cause at its Subsidiaries toelection, either (i) use reasonable best efforts to remove prior to bond over the same, 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 cause the Title Company to remove prior insure over the same (in form and substance reasonably satisfactory to Purchaser), in order, in the instances of either clause (i) or as of (ii) above, to reasonably protect 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 and the applicable Closing in arranging for Phase (or any part thereof) from and against 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 subject Lien. Thereafter, in the calculation of the Indebtedness Balance). (b) Following the Initial Closing and without limiting the indemnification obligations of manner elected by Seller, Seller agrees 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 reasonably cooperatebe 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, at the reasonable request of Purchaser, in the removal Purchaser may offset so much of any Liens (other than Permitted Liens on assets) identified Earn-Out Payment or Footage Payment subsequently payable by Purchaser after hereunder by the Initial Closing Date on amount incurred by Purchaser for effectuating the Shares, satisfaction and release of the Acquired Assets or the assets of Transferred Subsidiariessubject Lien.

Lien Removal. Except for (ai) Without limiting taxes not yet due and payable as of the closing condition 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 Section 5.01(i)(Aa 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 the 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 that is recorded or filed after the Closing, Seller shall, and shall cause at its Subsidiaries toelection, either (i) use reasonable best efforts to remove prior to bond over the same, 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 cause the Title Company to remove prior insure over the same (in form and substance reasonably satisfactory 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 Purchaser), in Section 7.14 of the Seller Disclosure Letter) on the Sharesorder, 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 instances of either clause (i) or (ii) above, to reasonably protect the Indebtedness Balance). Purchaser and the Project (bor any part thereof) Following from and against the Initial Closing and without limiting subject Lien. Thereafter, in the indemnification obligations of manner elected by Seller, Seller agrees to reasonably cooperatemay contest such Lien provided that, at within thirty (30) days following the reasonable request entry by a court of Purchasercompetent jurisdiction of a final judgment or decree in favor of the claimant of such Lien, in the removal of any Liens (other than Permitted Liens on assets) identified by Purchaser after the Initial Closing Date on the Shares, the Acquired Assets or the assets of Transferred Subsidiaries.Seller shall pay and satisfy such Lien and cause it to

Lien Removal. Except for (ai) Without limiting taxes not yet due and payable as of the closing condition 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 Section 5.01(i)(Aa 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 the 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 that is recorded or filed after the Closing, Seller shall, and shall cause at its Subsidiaries toelection, either (i) use reasonable best efforts to remove prior to bond over the same, 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 cause the Title Company to remove prior insure over the same (in form and substance reasonably satisfactory 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 Purchaser), in Section 7.14 of the Seller Disclosure Letter) on the Sharesorder, 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 instances of either clause (i) or (ii) above, to reasonably protect the Indebtedness Balance). Purchaser and the Project (bor any part thereof) Following from and against the Initial Closing and without limiting subject Lien. Thereafter, in the indemnification obligations of manner elected by Seller, Seller agrees 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 reasonably cooperatebe 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, at the reasonable request of Purchaser, in the removal Purchaser may offset so much of any Liens (other than Permitted Liens on assets) identified Earn-Out Payment of Footage Payment subsequently payable by Purchaser after hereunder by the Initial Closing Date on amount incurred by Purchaser for effectuating the Shares, satisfaction and release of the Acquired Assets or the assets of Transferred Subsidiariessubject Lien.

Lien Removal. Except for (ai) Without limiting taxes not yet due and payable as of the closing condition applicable Closing, (ii) installments of special assessments due and payable after the applicable Closing, and (iii) Liens (as hereinafter defined and provided) that are either bonded or insured over in Section 5.01(i)(Aa 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 the 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 applicable Closing Date. Notwithstanding the foregoing, any liens or encumbrances attaching to the title of the applicable Phase as a result of work performed on or material supplied to the applicable Phase 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 that is recorded or filed after the applicable Closing and that affects the closed Phase, Seller shall, and shall cause at its Subsidiaries toelection, either (i) use reasonable best efforts to remove prior to bond over the same, 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 cause the Title Company to remove prior insure over the same (in form and substance reasonably satisfactory to Purchaser), in order, in the instances of either clause (i) or as of (ii) above, to reasonably protect 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 and the applicable Closing in arranging for Phase (or any part thereof) from and against 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 subject Lien. Thereafter, in the calculation of the Indebtedness Balance). (b) Following the Initial Closing and without limiting the indemnification obligations of manner elected by Seller, Seller agrees 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 reasonably cooperatebe 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, at the reasonable request of Purchaser, in the removal Purchaser may offset so much of any Liens (other than Permitted Liens on assets) identified Earn-Out Payment or Footage Payment subsequently payable by Purchaser after hereunder by the Initial Closing Date on amount incurred by Purchaser for effectuating the Shares, satisfaction and release of the Acquired Assets or the assets of Transferred Subsidiariessubject Lien.