Common use of Lien Removal Clause in Contracts

Lien Removal. Except for (i) taxes not yet due and payable as of the 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 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 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, 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 applicable Phase (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 or 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. Except for (i) taxes not yet due and payable as of the 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 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 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 Real Property as a result of work performed on or material supplied to the applicable Phase 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 applicable Closing and that affects the closed PhaseClosing, 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 applicable Phase 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 or 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. Except for (i) taxes not yet due and payable as of the 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 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 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, 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 applicable Phase (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 or 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. Except for (i) taxes not yet due and payable as of the 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 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 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 Real Property as a result of work performed on or material supplied to the applicable Phase 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 applicable Closing and that affects the closed PhaseClosing, 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 applicable Phase 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 or Footage Payment subsequently payable by Purchaser hereunder by the amount incurred by Purchaser for effectuating the satisfaction and release of the subject Lien.to

Lien Removal. Except for (i) taxes not yet due and payable as of the 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 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 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 Real Property as a result of work performed on or material supplied to the applicable Phase 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 applicable Closing and that affects the closed PhaseClosing, 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 applicable Phase 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 or 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. Except for (a) Without limiting the closing condition in Section 5.01(i)(A), Seller shall, and shall cause its Subsidiaries to, (i) taxes not yet due and payable use reasonable best efforts to remove prior to or as of the applicable ClosingInitial 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) installments use commercially reasonable efforts to remove prior to or as of special assessments due and payable after 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, and (iii) Liens (as hereinafter defined and provided) that are either bonded or insured over Closing 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 the record by Seller or Seller shall make arrangements satisfactory to the Title Company arranging for the removal of, or title insurance over (in form reasonably satisfactory to Purchaser), repayment of such liens and encumbrances of record indebtedness; provided that only such repayment shall occur on the applicable Closing Date. Notwithstanding Date using funds provided by Purchaser (it being agreed that in such event the foregoing, any liens or encumbrances attaching to amount of such funds provided by Purchaser shall reduce the title Worldwide Purchase Price by an equal amount and such indebtedness shall not be included in the calculation of the applicable Phase as a result of work performed on or material supplied to Indebtedness Balance). (b) Following the applicable Phase by Seller or on behalf of anyone claiming by, through or under Seller (except Tenants Initial Closing and New Tenants under Qualified Leases, as hereinafter defined) or as a result without limiting the indemnification obligations 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 shallagrees to reasonably cooperate, 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 reasonable request of Purchaser), in order, in the instances of either clause (i) or (ii) above, to reasonably protect the Purchaser and the applicable Phase (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 removal of any Earn-Out Payment or Footage Payment subsequently payable Liens (other than Permitted Liens on assets) identified by Purchaser hereunder by after the amount incurred by Purchaser for effectuating Initial Closing Date on the satisfaction and release Shares, the Acquired Assets or the assets of the subject LienTransferred Subsidiaries.