Common use of Liens and Encumbrances; Existing and Arising After the Effective Date Clause in Contracts

Liens and Encumbrances; Existing and Arising After the Effective Date. Each Seller, with respect to its Property or Properties, agrees to Cure, prior to or at Closing: (i) all Voluntary Liens and Voluntary Encumbrances, if any, listed on Disclosure Schedule 8 and all Voluntary Liens and Voluntary Encumbrances first arising after the Effective Date of the Title Commitment for the Property affected by such Voluntary Lien or Voluntary Encumbrance; and (ii) the Involuntary Liens and Involuntary Encumbrances, if any, listed on Disclosure Schedule 8 (items (i) and (ii) collectively, the “Required Cure Items”). If a Seller or Purchaser becomes aware that an Involuntary Lien or Involuntary Encumbrance has arisen after the Effective Date of the Title Commitment for the Property affected by such Involuntary Lien or Involuntary Encumbrance, such Seller or Purchaser, as applicable, shall promptly give written notice to the other of such Involuntary Lien or Involuntary Encumbrance. If the cost to Cure such Involuntary Lien or Involuntary Encumbrance, together with the cost to Cure all other Involuntary Liens and Involuntary Encumbrances of which the Purchaser or any Seller has received written notice pursuant to the preceding sentence after the date hereof and prior to Closing (each, a “New Title Matter”), does not exceed $2,500,000, such Seller shall be obligated to Cure such New Title Matter prior to or at Closing, at such Seller’s sole cost and expense. If the cost to Cure such New Title Matter, together with the cost to Cure all other New Title Matters of which the Purchaser or any Seller has received notice pursuant to this Section 4.1.2, exceeds $2,500,000, ACTIVE/85729224.2 then such Seller shall have the option but not the obligation to Cure such New Title Matter prior to Closing at such Seller’s sole cost and expense, and such Seller shall notify Purchaser of its election within five (5) Business Days after such Seller either sends or receives notice of such New Title Matter pursuant to the second sentence of this Section 4.1.2. If such Seller does not make such election in writing within such five (5) Business Day period, such Seller shall be deemed to have elected not to Cure such New Title Matter. If such Seller is not obligated to Cure one or more New Title Matters and if such Seller elects (or is deemed to have elected) not to Cure such New Title Matters, then Purchaser may elect to either: (i) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) and receive a credit against the Purchase Price in the amount necessary to Cure such uncured New Title Matter(s) but not to exceed (y) $2,500,000 less (z) the out-of-pocket amount actually spent by such Seller to Cure such New Title Matter(s); or (ii) terminate this Agreement, by written notice to Sellers, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser and the Seller shall pay an additional $1,000,000 as liquidated damages, in accordance with Section 9.2, this Agreement shall terminate and neither party shall have any obligation to the other party hereunder except for obligations that expressly survive termination of this Agreement. Seller is required to Cure all Required Cure Items at or prior to Closing. If such Seller does not Cure any Required Cure Items at or prior to Closing, Purchaser may elect to either: (i) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) and receive a credit against the Purchase Price in the amount necessary to Cure such uncured Required Cure Items; or (ii) terminate this Agreement, by written notice to Sellers, in which case such Seller’s failure to Cure such Required Cure Item shall constitute a Seller Default hereunder and Purchaser shall be entitled to pursue and obtain its remedies pursuant to Section 9.2. Any Lien or Encumbrance that a Seller is not obligated to Cure prior to Closing pursuant to this Section 4.1.2 is a Permitted Exception (provided that, in connection therewith, Seller has provided Purchaser a credit against the Purchase Price if and to the extent required above in this Section 4.1.2).

Liens and Encumbrances; Existing and Arising After the Effective Date. Each SellerContributor, with respect to its Property or Properties, agrees to Cure, prior to or at Closing: the Closing with respect to such Property, (i) all Voluntary Liens and Voluntary Encumbrances, if any, listed on Disclosure Schedule 8 and all Voluntary Liens and Voluntary Encumbrances first arising voluntarily created by a Contributor after the Effective Date and any mechanic’s or construction liens relating to work done at a Property on behalf of a Contributor (other than those liens the Title Commitment for clearance of which are the Property affected by such Voluntary Lien responsibility of a tenant or Voluntary Encumbrance; licensee under its Lease or License), and (ii) the Involuntary Liens and Involuntary Encumbrances, if any, listed on Disclosure Schedule 8 3.1(c) (items (i) and (ii) collectively, the “Required Cure Items”). If a Seller Contributor or Purchaser the Partnership first becomes aware that an of any Involuntary Lien or Liens and Involuntary Encumbrance has arisen Encumbrances after the Effective Date (other than those liens or encumbrances the clearance of which are the Title Commitment for responsibility of a tenant or licensee under its Lease or License) the Property affected by such Involuntary Lien or cost of which to Cure would exceed, in the aggregate, Five Hundred Thousand and 00/100 Dollars ($500,000) (in the case of an Involuntary Encumbrance, as such Seller cost is reasonably determined by the Partnership), such Contributor or Purchaserthe Partnership, as applicable, shall promptly give written notice to the other of such Involuntary Lien or Involuntary Encumbrance. If the cost to Cure such Involuntary Lien or Involuntary Encumbrance, together with the cost to Cure all other Involuntary Liens and Involuntary Encumbrances of which the Purchaser or any Seller has received written notice pursuant to the preceding sentence after the date hereof and prior to Closing Encumbrance (each, a “New Title Matter”). If, does not exceed $2,500,000, such Seller shall be obligated to Cure such New Title Matter on or prior to or at the Closing, at such Seller’s sole cost and expense. If the cost to Contributors do not Cure such New Title Matter, together with each of the cost to Cure all other New Title Matters of which the Purchaser or any Seller has received notice pursuant Partnership objects to this Section 4.1.2, exceeds $2,500,000, ACTIVE/85729224.2 then such Seller shall have the option but not the obligation to Cure such New Title Matter prior to Closing at such Seller’s sole cost and expense, and such Seller shall notify Purchaser of its election in writing within five (5) Business Days after such Seller either sends or receives of the giving of the written notice referred to in the preceding sentence, the Partnership may, at its option and by delivery of such New Title Matter pursuant written notice to the second sentence of Contributors on or prior to Closing, either (A) terminate this Section 4.1.2. If such Seller does not make such election in writing within such five (5) Business Day period, such Seller Agreement whereupon the Deposit shall be deemed promptly returned to the Partnership, and, except as otherwise expressly provided herein, neither party hereto shall have elected not to Cure such New Title Matter. If such Seller is not obligated to Cure one any further rights, obligations or more New Title Matters and if such Seller elects liabilities hereunder or (or is deemed to have elected) not to Cure such New Title Matters, then Purchaser may elect to either: (iB) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) and receive with a credit against the Purchase Price Contribution Value in the an amount necessary to Cure such uncured New Title Matter(s) but not to exceed (y) $2,500,000 less (z) the out-of-pocket amount actually spent by such Seller to Cure cure such New Title Matter(s); or Matter, provided that in no event shall the amount of such credit exceed five percent (ii5%) terminate this Agreementof the Contribution Value of the affected Property. For the avoidance of doubt, by written notice to Sellers, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser and the Seller shall pay an additional $1,000,000 as liquidated damages, in accordance with Section 9.2, this Agreement shall terminate and neither party shall have any obligation to the other party hereunder except for obligations that expressly survive termination of this Agreement. Seller is Contributors are required to Cure all Required Cure Items at or prior to Closingthe Closing Date. If such Seller does the Contributors do not Cure any Required Cure Items at or prior to Closingthe Closing Date, Purchaser the Partnership may elect to either: either (i) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) and receive with a credit against the Purchase Price Contribution Value in the an amount necessary to Cure such uncured Required Cure ItemsItem as reasonably determined by the Partnership; or (ii) terminate this Agreement, by written notice to Sellersthe Contributors, in which case such SellerContributor’s failure to Cure such Required Cure Item shall constitute a Seller Default default of such Contributor hereunder and Purchaser the Partnership shall be entitled to pursue and obtain its remedies pursuant to Section 9.27.2. Any New Title Matters to which Contributors do not object pursuant to this Section 3.2 and any other Lien or Encumbrance that a Seller Contributor is not obligated to Cure prior to Closing pursuant to this Section 4.1.2 3.2 is a Permitted Exception (provided that, in connection therewith, Seller has provided Purchaser a credit against the Purchase Price if and to the extent required above in this Section 4.1.2)Exception.

Liens and Encumbrances; Existing and Arising After the Effective Date. Each Seller, with respect to its Property or Properties, agrees to Cure, prior to or at Closing: (i) all Voluntary Liens and Voluntary Encumbrances, if any, listed on Disclosure Schedule 8 and all Voluntary Liens and Voluntary Encumbrances first arising after the Effective Date of the Title Commitment for the Property affected by such Voluntary Lien or Voluntary Encumbrance; and (ii) the Involuntary Liens and Involuntary Encumbrances, if any, listed on Disclosure Schedule 8 (items (i) and (ii) collectively, the “Required Cure Items”). If a Seller or Purchaser becomes aware that an Involuntary Lien or Involuntary Encumbrance has arisen after the Effective Date of the Title Commitment for the Property affected by such Involuntary Lien or Involuntary Encumbrance, such Seller or Purchaser, as applicable, shall promptly give written notice to the other of such Involuntary Lien or Involuntary Encumbrance. If the cost to Cure such Involuntary Lien or Involuntary Encumbrance, together with the cost to Cure all other Involuntary Liens and Involuntary Encumbrances of which the Purchaser or any Seller has received written notice pursuant to the preceding sentence after the date hereof and prior to Closing (each, a “New Title Matter”), does not exceed $2,500,0007,500,000, such Seller shall be obligated to Cure such New Title Matter prior to or at Closing, at such Seller’s sole cost and expense. If the cost to Cure such New Title Matter, together with the cost to Cure all other New Title Matters of which the Purchaser or any Seller has received notice pursuant to this Section 4.1.2, exceeds $2,500,0007,500,000, ACTIVE/85729224.2 then such Seller shall have the option but not the obligation to Cure such New Title Matter prior to Closing at such Seller’s sole cost and expense, and such Seller shall notify Purchaser of its election within five (5) Business Days after such Seller either sends or receives notice of such New Title Matter pursuant to the second sentence of this Section 4.1.2. If such Seller does not make such election in writing within such five (5) Business Day period, such Seller shall be deemed to have elected not to Cure such New Title Matter. If such Seller is not obligated to Cure one or more New Title Matters and if such Seller elects (or is deemed to have elected) not to Cure such New Title Matters, then Purchaser may elect to either: (i) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) and receive a credit against the Purchase Price in the amount necessary to Cure such uncured New Title Matter(s) but not to exceed (y) $2,500,000 7,500,000 less (z) the out-of-pocket amount actually spent by such Seller to Cure such New Title Matter(s); or (ii) terminate this Agreement, by written notice to Sellers, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser and the Seller shall pay an additional $1,000,000 as liquidated damages, in accordance with Section 9.2Purchaser, this Agreement shall terminate and neither party shall have any obligation to the other party hereunder except for obligations that expressly survive termination of this Agreement. Seller is required to Cure all Required Cure Items at or prior to Closing. If such Seller does not Cure any Required Cure Items at or prior to Closing, Purchaser may elect to either: (i) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) and receive a credit against the Purchase Price in the amount necessary to Cure such uncured Required Cure Items; or (ii) terminate this Agreement, by written notice to Sellers, in which case such Seller’s failure to Cure such Required Cure Item shall constitute a Seller Default hereunder and Purchaser shall be entitled to pursue and obtain its remedies pursuant to Section 9.2. Any Lien or Encumbrance that a Seller is not obligated to Cure prior to Closing pursuant to this Section 4.1.2 is a Permitted Exception (provided that, in connection therewith, Seller has provided Purchaser a credit against the Purchase Price if and to the extent required above in this Section 4.1.2).

Liens and Encumbrances; Existing and Arising After the Effective Date. Each Seller, with respect to its Property or Properties, agrees to Cure, prior to or at Closing: (i) all Voluntary Liens and Voluntary Encumbrances, if any, listed on Disclosure Schedule 8 and all Voluntary Liens and Voluntary Encumbrances first arising after the Effective Date of the Title Commitment for the Property affected by such Voluntary Lien or Voluntary Encumbrance; and (ii) the Involuntary Liens and Involuntary Encumbrances, if any, listed on Disclosure Schedule 8 (items (i) and (ii) collectively, the “Required Cure Items”). If a Seller or Purchaser becomes aware that an Involuntary Lien or Involuntary Encumbrance has arisen after the Effective Date of the Title Commitment for the Property affected by such Involuntary Lien or Involuntary Encumbrance, such Seller or Purchaser, as applicable, shall promptly give written notice to the other of such Involuntary Lien or Involuntary Encumbrance. If the cost to Cure such Involuntary Lien or Involuntary Encumbrance, together with the cost to Cure all other Involuntary Liens and Involuntary Encumbrances of which the Purchaser or any Seller has received written notice pursuant to the preceding sentence after the date hereof and prior to Closing (each, a “New Title Matter”), does not exceed $2,500,000, such Seller shall be obligated to Cure such New Title Matter prior to or at Closing, at such Seller’s sole cost and expense. If the cost to Cure such New Title Matter, together with the cost to Cure all other New Title Matters of which the Purchaser or any Seller has received notice pursuant to this Section 4.1.2, exceeds $2,500,000, ACTIVE/85729224.2 then such Seller shall have the option but not the obligation to Cure such New Title Matter prior to Closing at such Seller’s sole cost and expense, and such Seller shall notify Purchaser of its election within five (5) Business Days after such Seller either sends or receives notice of such New Title Matter pursuant to the second sentence of this Section 4.1.2. If such Seller does not make such election in writing within such five (5) Business Day period, such Seller shall be deemed to have elected not to Cure such New Title Matter. If such Seller is not obligated to Cure one or more New Title Matters and if such Seller elects (or is deemed to have elected) not to Cure such New Title Matters, then Purchaser may elect to either: (i) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) and receive a credit against the Purchase Price in the amount necessary to Cure such uncured New Title Matter(s) but not to exceed (y) $2,500,000 less (z) the out-of-pocket amount actually spent by such Seller to Cure such New Title Matter(s); or (ii) terminate this Agreement, by written notice to Sellers, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser and the Seller shall pay an additional $1,000,000 as liquidated damages, in accordance with Section 9.2Purchaser, this Agreement shall terminate and neither party shall have any obligation to the other party hereunder except for obligations that expressly survive termination of this Agreement. Seller is required to Cure all Required Cure Items at or prior to Closing. If such Seller does not Cure any Required Cure Items at or prior to Closing, Purchaser may elect to either: (i) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) and receive a credit against the Purchase Price in the amount necessary to Cure such uncured Required Cure Items; or (ii) terminate this Agreement, by written notice to Sellers, in which case such Seller’s failure to Cure such Required Cure Item shall constitute a Seller Default hereunder and Purchaser shall be entitled to pursue and obtain its remedies pursuant to Section 9.2. Any Lien or Encumbrance that a Seller is not obligated to Cure prior to Closing pursuant to this Section 4.1.2 is a Permitted Exception (provided that, in connection therewith, Seller has provided Purchaser a credit against the Purchase Price if and to the extent required above in this Section 4.1.2).