Liens and Tenants. Except as may be disclosed in the real property records of the County, or as disclosed by Owner in writing to Tenant on or prior to the Effective Date, Owner represents there are no leases (including oil, gas and/or other mineral interests), easements, licenses, rights of way, mortgages1, deeds of trust, liens, security interests, mechanic’s liens or any other encumbrances encumbering all or any portion of the Property that could interfere with Xxxxxx ’s operations on the Property, including mechanic’s liens. If such Owner representation and warranty is breached and such breach is not caused by Tenant, then Owner shall fully cooperate and assist Tenant in removing or limiting such interference, including, but not limited to, obtaining a subordination and non-disturbance agreement where Tenant deems it necessary, with terms and conditions reasonably requested by Tenant to protect its rights hereunder, from each party that holds such rights (recorded or unrecorded), and in the case of monetary liens such as mechanic’s liens, bonding over any such liens in an amount that may be reasonably requested by Xxxxxx.
Liens and Tenants. Lessor represents that Lessor has good and valid title to the ERCOT Transmission Assets, there are no unrecorded liens, encumbrances, leases, mortgages, deeds of trust (except as disclosed to Lessee in writing or as arise by operation of law), or other exceptions (collectively, “Liens”) arising as a result of any acts or omissions to act of Lessor by, through or under Lessor to Lessor’s right, title or interest in the ERCOT Transmission Assets other than any such of the foregoing that does not materially impair the Lessee’s use of the ERCOT Transmission Assets, and, to Lessor’s knowledge, there exist no rights or interests of any third party relating to the ERCOT Transmission Assets that are not contemplated herein. Except for Permitted Liens or as may be disclosed in the applicable real property records in the State of Texas, or as disclosed by Lessor in writing to Lessee, Lessor represents that there are no mortgages, deeds of trust, or similar liens or security interests encumbering all or any portion of the ERCOT Transmission Assets. Lessor shall fully cooperate and assist Lessee, at no out-of-pocket expense to Lessor, in obtaining a subordination and non-disturbance agreement from each party that holds a Lien that might reasonably be expected to interfere in any material respect with Lessee’s rights under this Agreement. Notwithstanding the foregoing, Lessor and its affiliates shall have the right to incur Permitted Liens encumbering the ERCOT Transmission Assets or any component thereof solely for the benefit of Lessor in connection with any existing or future financing or refinancing pursuant to which the ERCOT Transmission Assets (or any component thereof) is pledged as collateral and Lessee agrees to enter into such acknowledgments and agreements in respect thereof with the lenders, or a trustee or agent for the lenders as the Lessor may reasonably request. ERCOT TRANSMISSION ASSETS LEASE AGREEMENT
Liens and Tenants. (a) Lessor hereby represents and warrants, as of the Effective Date, that:
Liens and Tenants. Except as disclosed to Grantee in writing, there are no liens, encumbrances, leases, mortgages, deeds of trust, mineral or oil and gas rights, options, or other exceptions to Owner’s fee title ownership of the Property (collectively, “Liens”) which are not recorded in the public records of the County in which the Property is located. Lienholders (including tenants), whether or not their Liens are recorded, shall be Owner’s responsibility, and Owner shall cooperate with Grantee to obtain a non-disturbance agreement from each party that holds a Lien (recorded or unrecorded) that might interfere with Xxxxxxx’s rights under this Agreement. A non-disturbance agreement is an agreement between Grantee and a lienholder which provides that the lienholder shall not disturb Grantee’s possession or rights under the Easement or terminate this Agreement so long as Owner is not entitled to terminate this Agreement under the provisions hereof. If Owner is unable to obtain any such non-disturbance agreement from a lienholder that holds a mortgage, deed of trust, tax lien or other Lien that is senior to this Easement (if any), Grantee shall be entitled (but not obligated) to make payments in fulfillment of Owner’s obligations to the lienholder and may offset the amount of such payments from amounts due Owner under this Agreement. (Comment: Should Owner’s financial institution fail to consent to a non-disturbance agreement, Grantee may pay Owner’s lien and offset the debt against any payments due Owner under the Easement. Additionally, future financing by Owner where the Property is collateral may be impaired and its fair market value adversely affected by the Easement. Xxxxxxx’s rights to the use of Owner’s Property are significant.)
Liens and Tenants. Except as may be disclosed in the real property records of the County, or as disclosed by Owner in writing to Grantee on or prior to the Effective Date, Owner represents, to the best of its knowledge without inquiry, as of the date this Agreement is signed by Owner, that there are no leases other than for ordinary agricultural activities (including oil, gas and/or other mineral interests), easements, licenses, rights of way, mortgages, deeds of trust, liens, security interests, mechanic’s liens or any other encumbrances encumbering all or any portion of the Property that could interfere with Grantee’s operations on the Property, including mechanic’s liens. If such Owner representation and warranty is discovered to be inaccurate, then Owner shall cooperate and assist Grantee in removing or limiting such encumbrance so as to eliminate any interference with Grantee’s rights under this Agreement, including, but not limited to, obtaining a subordination and non-disturbance agreement where Grantee deems it necessary, with terms and conditions reasonably requested by Grantee to protect its rights hereunder, from each party that holds such rights (recorded or unrecorded), and in the case of monetary liens such as mechanic’s liens, bonding over any such liens in an amount that may be reasonably requested by Grantee.
Liens and Tenants. Lessor represents that Lessor has good and valid title to the CREZ Assets, there are no unrecorded liens, encumbrances, leases, mortgages, deeds of trust (except as disclosed to Lessee in writing or as arise by operation of law), or other exceptions (collectively, “Liens”) arising as a result of any acts or omissions to act of Lessor by, through or under Lessor to Lessor’s right, title or interest in the CREZ Assets other than any such of the foregoing that does not materially impair the Lessee’s use of the CREZ Assets, and, to Lessor’s knowledge, there exist no rights or interests of any third party relating to the CREZ ASSETS LEASE AGREEMENT CREZ Assets that are not contemplated herein. Except for Permitted Liens or as may be disclosed in the applicable real property records in the State of Texas, or as disclosed by Lessor in writing to Lessee, Lessor represents that there are no mortgages, deeds of trust, or similar liens or security interests encumbering all or any portion of the CREZ Assets. Lessor shall fully cooperate and assist Lessee, at no out-of-pocket expense to Lessor, in obtaining a subordination and non-disturbance agreement from each party that holds a Lien that might reasonably be expected to interfere in any material respect with Lessee’s rights under this Agreement. Notwithstanding the foregoing, Lessor and its affiliates shall have the right to incur Permitted Liens encumbering the CREZ Assets or any component thereof solely for the benefit of Lessor in connection with any existing or future financing or refinancing pursuant to which the CREZ Assets (or any component thereof) is pledged as collateral and Lessee agrees to enter into such acknowledgments and agreements in respect thereof with the lenders, or a trustee or agent for the lenders as the Lessor may reasonably request.
Liens and Tenants. Lessor represents that Lessor has good and valid title to the Xxxxxxx/Xxxxx/Xxxxxxx Assets, there are no unrecorded liens, encumbrances, leases, mortgages, deeds of trust (except as disclosed to Lessee in writing or as arise by operation of law), or other exceptions (collectively, “Liens”) arising as a result of any acts or omissions to act of Lessor by, through or under Lessor to Lessor’s right, title or interest in the Xxxxxxx/Xxxxx/Xxxxxxx Assets other than any such of the foregoing that does not materially impair the Lessee’s use of the Xxxxxxx/Xxxxx/Xxxxxxx Assets, and, to Lessor’s knowledge, there exist no rights or interests of any third party relating to the Xxxxxxx/Xxxxx/Xxxxxxx Assets that are not contemplated herein. Except for Permitted Liens or as may be disclosed in the applicable real property records in the State of Texas, or as disclosed by Lessor in writing to Lessee, Lessor represents that there are no mortgages, deeds of trust, or similar liens or security interests encumbering all or any portion of the Xxxxxxx/Xxxxx/Xxxxxxx Assets. Lessor shall fully cooperate and assist Lessee, at no out-of-pocket expense to Lessor, in obtaining a subordination and non-disturbance agreement from each party that holds a Lien that might reasonably be expected to interfere in any material respect with Lessee’s rights under this Agreement. Notwithstanding the foregoing, Lessor and its affiliates shall have the right to incur Permitted Liens encumbering the Xxxxxxx/Xxxxx/Xxxxxxx Assets or any component thereof solely for the benefit of Lessor in connection with any existing or future financing or refinancing pursuant to which the Xxxxxxx/Xxxxx/Xxxxxxx Assets (or any component thereof) is pledged as collateral and Lessee agrees to enter into such acknowledgments and agreements in respect thereof with the lenders, or a trustee or agent for the lenders as the Lessor may reasonably request.
Liens and Tenants. Except as may be disclosed in the real property records of the County, Lessor represents there are no encumbrances, leases, mmtgages, deeds of trust, deeds to secure debt, or similar liens or security interests encumbering all or any portion of the Prope1iy and/or the Premises that could interfere with Xxxxxx's operations on the Premises, including mechanic's liens. Lessor shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics', labor or materialman's lien), charge, security interest, encumbrance or claim on or with respect to the Systems, the Premises, or any interest therein. Lessor shall provide Lessee with notice if it receives notice of any such claims. Lessor fmther agrees to discharge or bond, at its sole expense, any such encumbrance or interest that attaches to the Systems and to indemnify, defend and hold harmless Lessee from any costs, losses, expenses or liabilities arising from the same, including, without limitation, Xxxxxx's attorneys' fees and court costs. Lessor waives any and all lien rights it may have, statutory or otherwise, concerning the System or any portion thereof.
Liens and Tenants. Except as disclosed by Owner in writing to Grantee, Owner represents that there are no mortgages, deeds of trust, or similar liens or security interests encumbering all or any portion of the Property. If any recorded or unrecorded liens, encumbrances, leases, mortgages, deeds of trust, or other exceptions (collectively, "Liens") arise that create an unpaid monetary obligation for Owner, and may, in Grantee’s reasonable determination, interfere with the Project, then Owner shall remove or bond over any such Liens in amounts reasonably approved by Grantee, and Owner shall fully cooperate and assist Grantee, at no out-of-pocket expense to Owner, in obtaining a consent to the granting of the Easement, if necessary, and a non-disturbance agreement from each party that holds a lien (recorded or unrecorded) that might interfere with Xxxxxxx's rights under this Agreement. A non-disturbance agreement is an agreement between Grantee and a lienholder which provides that the lienholder shall not disturb Grantee's possession or rights under the Easement or terminate the Easement so long as Owner is not entitled to terminate this Agreement under the provisions hereof. Grantee shall promptly reimburse Owner for any actual reasonable expenses incurred by Owner in connection with such cooperation and assistance.
Liens and Tenants. Except as may be disclosed in the real property records of the County, or as disclosed by Owner in writing to Grantee on or prior to the Effective Date, Owner represents there are no leases (including oil, gas and/or other mineral interests), easements, licenses, rights of way, mortgages, deeds of trust, liens, security interests, mechanic’s liens or any other encumbrances encumbering all or any portion of the Property PROPERTY MUST BE FREE AND CLEAR that could interfere with Xxxxxxx’s operations on the Property, including mechanic’s liens. If such Owner representation and warranty is breached and such breach is not caused by Grantee, then Owner shall fully cooperate and assist Grantee in removing or limiting such interference, including, but not limited to, obtaining a subordination and non-disturbance agreement where Grantee deems it necessary, with terms and conditions reasonably requested by Grantee to protect its rights hereunder, from each party that holds such rights (recorded or unrecorded), and in the case of monetary liens such as mechanic’s liens, bonding over any such liens in an amount that may be reasonably requested by Xxxxxxx. NON-DISTURBANCE
