Liens and Other Encumbrances. (a) In consideration of the mut- ual undertakings herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Vendor:
(i) covenants and agrees to protect and keep free the System and/or any PCS System and/or any PCS Sub-System and any and all interests and estates therein, and all improvements and materials now or hereafter placed thereon under the terms of this Contract, from any and all claims, liens, charges or encumbrances of the nature of mechanics, labor or materialmen liens or otherwise arising out of or in connection with performance by any Subcontractor, including services or furnishing of any materials hereunder, and to promptly have any such lien released by bond or otherwise;
(ii) will give notice of this subsection 2.36 to each Subcontractor before such Subcontractor furnishes any labor or materials for the System and/or any PCS System and/or any PCS Sub-System; and
(iii) will make any and all filings reasonably requested by the Owner in order that the Owner may take advantage of the relevant local mechanics' lien waiver procedures with respect to mechanics' liens of any such Subcontractor.
(b) If any laborers', materialmen's, mechanics', or other similar lien or claim thereof is filed by any Subcontractor, the Vendor will cause such lien to be satisfied or otherwise discharged, or will file a bond in form and substance satisfactory to the Owner in lieu thereof within ten (10) days of the Vendor's receipt of notice of such filing. If any such lien is filed or otherwise imposed, and the Vendor does not cause such lien to be released and discharged forthwith, or file a bond in lieu thereof, then, without limiting the Owner's other available remedies, the Owner has the right, but not the obligation, to pay all sums necessary to obtain such release and discharge or otherwise cause the lien to be removed or bonded to the Owner's satisfaction from funds retained from any payment then due or thereafter to become due to the Vendor.
(c) The Owner reserves the right to post or place within the System and/or any PCS System and/or any PCS Sub-System notices of non-responsibility or to do any other act required by Applicable Law, to exempt the Owner and the System from any liability to third parties by reason of any work or improvements to be performed or furnished hereunder; provided that failure by the Owner to do so will not release or discharge the Vendor from any of its obligations hereunder.
Liens and Other Encumbrances. Neither any Borrower nor the Guarantor shall create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien or other encumbrance of any nature whatsoever on any of its property or assets whether now owned or hereafter acquired, except: (i) liens securing the payment of taxes and other governmental charges, either not yet due or the validity of which is being contested in good faith by appropriate proceedings (so long as no material item of property would be lost, forfeited or materially damaged as a result thereof), and as to which it shall, as appropriate under GAAP, have set aside on its books and records adequate reserves; (ii) deposits under workers’ compensation, unemployment insurance, social security and other similar laws or to secure the performance of bonds, tenders or contracts (other than for the repayment of purchase price indebtedness or borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds, all in the ordinary course of business; (iii) liens and security interests in favor of the Lender; (iv) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property, so long as its use of, or the value of, its property subject thereto is not impaired, in any material respect, thereby; and (v) liens securing purchase money Indebtedness and capital leases referred to in clauses (iii) or (iv) under Section 9.1, above provided that such liens are limited to the specific property purchased or leased and the proceeds thereof. All of the foregoing liens are hereinafter referred to as “Permitted Liens.”
Liens and Other Encumbrances. If the Property shall, at the time of the Closing, be subject to any liens (such as for judgments or transfer, inheritance, estate, franchise, license or other similar taxes), encumbrances, or other title exceptions which would be grounds for Purchaser to object to title hereunder, the same shall not be deemed a Title Objection provided that, at the time of the Closing, either: (a) the Seller delivers checks at the Closing in the amount required to satisfy the same and delivers to Purchaser and/or the Title Companies at the Closing, instruments in recordable form (and otherwise in form reasonably satisfactory to the Title Companies in order to omit same as an exception to its Title Insurance Policies) sufficient to satisfy and discharge of record such liens and encumbrances together with the cost of recording or filing such instruments; or (b) each Title Company, as applicable, will otherwise issue or bind itself to issue a policy in form and substance acceptable to Purchaser in its sole and absolute discretion which will insure Purchaser against collection thereof from or enforcement thereof against the Property.
Liens and Other Encumbrances. The Borrower shall not, and shall not permit the Owner to, create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien or other encumbrance of any nature whatsoever on the Property, except (i) encumbrances meeting the description in items (a) through (d) of the definition of "Permitted Encumbrances" in the Senior Loan Documents (ii) the Brookdale Option Agreement and (iii) all other liens and encumbrances to which Lender has given its prior written consent.
Liens and Other Encumbrances. Create, assume, incur or permit to exist, or to be created, assumed, incurred or permitted to exist, directly or indirectly, any Lien upon any of its property or assets, whether now owned or hereafter acquired, or any income or profits therefrom except Permitted Liens.
Liens and Other Encumbrances. Borrower shall not grant or permit to exist any Lien on or in, or otherwise encumber, any of its properties or assets, except for (a) Liens for taxes, assessments or other governmental charges not yet due and payable or which are being actively contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained, (b) statutory Liens of landlords and Liens of mechanics, materialmen and other Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, (c) purchase money security interests, (d) easements, licenses, rights-of-way, restrictions, covenants and other similar charges or encumbrances not interfering with the ordinary conduct of the business of Borrower or any of its properties, and (e) those Liens and encumbrances existing as of the date hereof and identified and disclosed to Lender in Exhibit "L" attached hereto and incorporated herein.
Liens and Other Encumbrances. CCAG/NPSS may not, under any circumstances: (i) encumber ALVORD’s fee estate in the XXXXXX Property, including, without limitation, by means of any mortgage, deed of trust, or any other device or instrument; (ii) attempt to, sell, assign, sublease, lease, or otherwise transfer, dispose of or convey any portion of or interest in the XXXXXX Property; (iii) suffer or permit to be filed or enforced against any portion of the XXXXXX Property any statutory lien for labor or materials (including without limitation any mechanics’ or materialmen’s lien); or (iv) suffer or permit any claim for damages arising from or out of their use of, or activities on, the XXXXXX Property. CCAG/NPSS must pay or cause to be paid on a timely basis all bills or claims which could give rise to any such statutory lien or claim for damages. If any such statutory or other lien is filed or asserted against any portion of the XXXXXX Property, CCAG/NPSS shall cause the same to be fully discharged, by payment, bonding or otherwise, within fifteen days of such filing or assertion, and upon any failure to do so, XXXXXX shall have the right to do so, by payment, bonding or otherwise. CCAG/NPSS shall be responsible for reimbursing to XXXXXX all costs and expenses that it incurs in connection with obtaining any such release or discharge, including but not limited to attorneys’ fees and expenses. The failure by XXXXXX to post or record any notice of non-responsibility or other notice shall not in any manner adversely affect or negate CCAG/NPSS’s obligations pursuant to this Section or any rights that XXXXXX may have in regard thereto.
Liens and Other Encumbrances. The Contractor shall not permit any mechanic’s or materialman’s liens or any other liens to be imposed and remain for more than ninety (90) days upon any City-owned property, or any part thereof, by reason of any worker labor performed or materials or equipment furnished by any person or legal entity to or on behalf of the Contractor, either pursuant to C.R.S. § 00-00-000 or by any other authority. The Contractor shall promptly pay when due all bills, debts and obligations incurred in connection with this Contract and shall not permit the same to become delinquent. The Contractor shall not permit any lien, mortgage, judgment, execution or adjudication of bankruptcy which will in any way impair the rights of the City under this Contract. The Contractor will indemnify and save harmless the City for the extent of any and all payments, interests, and penalties resulting from failure to comply with this section. The Contractor’s obligations set out in this section shall survive the termination of this Contract.
Liens and Other Encumbrances. (a) Vendor covenants and agrees, ---------------------------- subject to Vendor's receipt from Owner of full payment in respect thereof, to:
(i) protect and keep free all Systems, Expansions and/or any and all interests and estates therein acquired from Vendor, and all improvements and materials now or hereafter placed thereon under the terms of this Contract, from any and all claims, liens, charges or encumbrances of the nature of mechanics, labor or materialmen liens or otherwise arising out of or in connection with the performance by Vendor of this Contract or any performance by any Subcontractor, and to promptly have any such lien released by bond or otherwise; and
(ii) give notice of this subsection to each Subcontractor before such Subcontractor furnishes any labor or materials for any System.
(b) If any laborers', materialmen's, mechanics', or other similar lien or claim thereof is filed by any Subcontractor, Vendor shall use it best commercial efforts to cause such lien to be satisfied or otherwise discharged, or shall file a bond in form and substance satisfactory to Owner in lieu thereof within ten (10) Business Days of Vendor's receipt of notice of such filing. If any such lien is filed or otherwise imposed, and Vendor does not cause such lien to be released and discharged forthwith, or file a bond in lieu thereof, then, without limiting Owner's other available remedies, Owner has the right, but not the obligation, to pay all sums necessary to obtain such release and discharge or otherwise cause the lien to be removed or bonded to Owner's satisfaction from funds retained from any payment then due or thereafter to become due to Vendor.
(c) Owner reserves the right to post or place within any System notices of non-responsibility or to do any other act required by Applicable Law, to exempt Owner from any liability to third parties by reason of any work or improvements to be performed or furnished hereunder; provided that failure by -------- ---- Owner to do so shall not release or discharge Vendor from any of its obligations hereunder.
Liens and Other Encumbrances. Borrower will not (and will not permit ---------------------------- any Subsidiary to) mortgage, pledge, assign or otherwise encumber or permit to be encumbered any of Borrower's or any Subsidiary's real or personal properties, whether now owned or hereafter acquired, or acquire or agree to acquire any property or assets upon conditional sale or other title retention agreement, except for (a) security interests and mortgages granted to Bank, (b) purchase money security interests and purchase money mortgages granted by Borrower in the course of purchasing property, provided that such mortgage or security interest shall be restricted to the property being purchased and that the Indebtedness secured thereby shall not exceed one hundred percent (100%) of the purchase price of the property, and (c) pledges and deposits made in the ordinary course of business to secure obligations under workers' compensation laws or similar laws. The above provision limiting liens against Borrower's property will not apply to liens existing on the date of this Credit Agreement as set out in Schedule A attached hereto or any other liens listed in Section 7.7.
