Common use of Liens Arising After the Effective Date Clause in Contracts

Liens Arising After the Effective Date. Seller agrees to Cure, prior to or at Closing, (i) all Voluntary Liens; and (ii) the Involuntary Liens, if any, listed on Exhibit “S.” If Seller or Purchaser becomes aware after the Effective Date of an Involuntary Lien not designated on Exhibit S, Seller or Purchaser, as applicable, shall promptly give notice to the other of such Involuntary Lien. An Involuntary Lien of which Seller or Purchaser receives notice pursuant to the preceding sentence is referred to herein as a “New Lien.” The cost to Discharge a New Lien, or the aggregate cost to Discharge two or more New Liens, is referred to in this Section 4.1.2 as the “Discharge Amount” for such New Lien, or New Liens. If the Discharge Amount for all New Liens does not exceed $200,000, Seller shall be obligated to Cure such New Liens prior to or at Closing, at Seller’s sole cost and expense. If the Discharge Amount for all New Liens exceeds $200,000, then unless the Purchaser has the right to terminate this Agreement in accordance with the next sentence and does in fact terminate this Agreement pursuant to this Section 4.1.2, Seller shall be obligated to Discharge or otherwise Cure, in whole or in part, one or more of such New Liens such that the Discharge Amount of the New Liens at Closing is reduced by $200,000. If the Discharge Amount for all New Liens exceeds $400,000, and if Seller does not agree in writing to Cure such New Liens in a manner satisfactory to Purchaser, then Purchaser shall have the right to terminate this Agreement by written notice to Seller delivered within five (5) Business Days after Seller either sends or receives notice of a New Lien that would cause the Discharge Amount for all New Liens to exceed $400,000. Upon such termination the Xxxxxxx Money Deposit shall be returned to Purchaser, 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. If Seller breaches an obligation to Cure, in whole or in part, one or more New Liens pursuant to this Section 4.1.2 then the condition set forth in Section 8.2.3 shall be deemed not to have been satisfied regardless whether such failure has a Material Adverse Effect. If the Closing occurs, any New Liens of which Purchaser had knowledge prior to the Closing Date shall be Permitted Exceptions.

Liens Arising After the Effective Date. Seller agrees to Cure, prior to or at Closing, (i) all Voluntary Liens; and (ii) the Involuntary Liens, if any, listed on Exhibit “S.” S. If Seller or Purchaser becomes aware after the Effective Date of that an Involuntary Lien not designated on Exhibit Shas arisen after the effective date of the Title Commitment, Seller or Purchaser, as applicable, shall promptly give notice to the other of such Involuntary Lien. An If the cost to Discharge such Involuntary Lien Lien, together with the cost to Discharge all other Involuntary Liens (excluding Liens caused by Tenants) of which the Purchaser or Seller or Purchaser receives has received notice pursuant to this Section 4.1.2 after the preceding sentence is referred date hereof and prior to herein as Closing (each, a “New Lien.” The cost to Discharge a New Lien”), or the aggregate cost to Discharge two or more New Liens, is referred to in this Section 4.1.2 as the “Discharge Amount” for such New Lien, or New Liens. If the Discharge Amount for all New Liens does not exceed $200,00025,000, then Seller shall be obligated to Cure such New Liens Lien prior to or at Closing, at Seller’s sole cost and expense, and such New Lien shall not be a Permitted Exception. If the aggregate cost to Discharge Amount for all New Liens exceeds $200,00025,000, then unless the Purchaser has the right to terminate this Agreement in accordance with the next sentence and does in fact terminate this Agreement pursuant to this Section 4.1.2, Seller shall be obligated to Discharge or otherwise Cure, in whole or in part, one or more of such New Liens such that the Discharge Amount of the New Liens at Closing is reduced by $200,000. If the Discharge Amount for all New Liens exceeds $400,000, and if Seller does not agree in writing to Cure such New Liens in a manner satisfactory to Purchaser, then Purchaser shall have the right option but not the obligation to terminate this Agreement by written notice Cure, at their sole cost and expense, each New Lien for which the cost to Discharge (together with the cost to Discharge all other New Liens) exceeds $25,000. Seller delivered shall notify Purchaser of its election with respect to each New Lien for which the cost to Discharge (together with the cost to Discharge all other New Liens) exceeds $25,000, within five (5) Business Days after Seller either sends or receives notice of such New Lien pursuant to the second sentence of this Section 4.1.2. If Seller does not make such election in writing within such five (5) Business Days, Seller shall be deemed to have elected not to Cure such New Lien. If Seller has elected to not Cure a New Lien that would cause for which the cost to Discharge Amount for (together with the cost to Discharge all other New Liens Liens) exceeds $25,000, Purchaser shall be entitled to exceed $400,000. Upon such termination terminate this Agreement by written notice to Seller, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser, 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. If Seller breaches an obligation fails to Cure, in whole Cure a New Lien by Closing that Seller was obligated to Cure or in part, one or more New Liens elected to Cure pursuant to this Section 4.1.2 then the condition set forth in Section 8.2.3 4.1.2, Seller shall be deemed not in default under this Agreement and Purchaser shall have all rights under Section 9.2 hereof, provided however, Purchaser may elect to have been satisfied regardless whether such failure has proceed to Closing and Purchaser shall receive a Material Adverse Effect. If credit equal to the Closing occurs, any aggregate cost to Discharge all New Liens of that Seller was obligated to or elected to Cure, but failed to Cure at or before Closing. Any New Liens for which Purchaser had knowledge prior receives a credit at Closing pursuant to the Closing Date preceding sentence shall be Permitted Exceptions.

Liens Arising After the Effective Date. Seller Each Seller, with respect to its Property or Properties, agrees to Cure, prior to or at Closing, (i) all Voluntary Liens; and (ii) the Involuntary Liens, if any, listed on Exhibit “S.” S. If a Seller or Purchaser becomes aware after the Effective Date of that an Involuntary Lien not designated on Exhibit Shas arisen after the effective date of the Title Commitment for the Property affected by such Involuntary Lien, such Seller or Purchaser, as applicable, shall promptly give notice to the other of such Involuntary Lien. An If the cost to Discharge such Involuntary Lien Lien, together with the cost to Discharge all other Involuntary Liens (excluding Liens caused by Tenants) of which the Purchaser or any Seller or Purchaser receives has received notice pursuant to this Section 4.1.2 after the preceding sentence is referred date hereof and prior to herein as Closing (each, a “New Lien.” The cost to Discharge a New Lien”), or the aggregate cost to Discharge two or more New Liens, is referred to in this Section 4.1.2 as the “Discharge Amount” for such New Lien, or New Liens. If the Discharge Amount for all New Liens does not exceed $200,000400,000, then such Seller shall be obligated to Cure such New Liens Lien prior to or at Closing, at such Seller’s sole cost and expense, and such New Lien shall not be a Permitted Exception. If the Discharge Amount for all New Liens exceeds $200,000, then unless the Purchaser has the right to terminate this Agreement in accordance with the next sentence and does in fact terminate this Agreement pursuant to this Section 4.1.2, Seller shall be obligated aggregate cost to Discharge or otherwise Cure, in whole or in part, one or more of such New Liens such that the Discharge Amount of the New Liens at Closing is reduced by $200,000. If the Discharge Amount for all New Liens exceeds $400,000, then the Sellers shall have the option but not the obligation to Cure, at their sole cost and if expense, each New Lien for which the cost to Discharge (together with the cost to Discharge all other New Liens) exceeds $400,000. Sellers shall notify Purchaser of their election with respect to each New Lien for which the cost to Discharge (together with the cost to Discharge all other New Liens) exceeds $400,000, within five (5) Business Days after such Seller does either sends or receives notice of such New Lien pursuant to the second sentence of this Section 4.1.2. If the Sellers do not agree make such election in writing within such five (5) Business Days, the Sellers shall be deemed to have elected not to Cure such New Liens in Lien. If none of the Sellers has elected to Cure a manner satisfactory New Lien for which the cost to PurchaserDischarge (together with the cost to Discharge all other New Liens) exceeds $400,000, then Purchaser shall have the right be entitled to terminate this Agreement by written notice to Seller delivered within five (5) Business Days after Seller either sends or receives notice of a New Lien that would cause the Discharge Amount for all New Liens to exceed $400,000. Upon such termination Sellers, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser, 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. If any Seller breaches an obligation fails to Cure, in whole Cure a New Lien by Closing that such Seller was obligated to Cure or in part, one or more New Liens elected to Cure pursuant to this Section 4.1.2 then the condition set forth in Section 8.2.3 4.1.2, Seller shall be deemed not in default under this Agreement and Purchaser shall have all rights under Section 9.2 hereof, provided however, Purchaser may elect to have been satisfied regardless whether such failure has proceed to Closing and Purchaser shall receive a Material Adverse Effect. If credit equal to the Closing occurs, any aggregate cost to Discharge all New Liens of that any Seller was obligated to or elected to Cure, but failed to Cure at or before Closing. Any New Liens for which Purchaser had knowledge prior receives a credit at Closing pursuant to the Closing Date preceding sentence shall be Permitted Exceptions.

Liens Arising After the Effective Date. Seller Each Seller, with respect to its Property or Properties, agrees to Cure, prior to or at Closing, (i) all Voluntary Liens; and (ii) the Involuntary Liens, if any, listed on Exhibit “S.” If a Seller or Purchaser becomes aware after the Effective Date of an Involuntary Lien not designated on Exhibit S, such Seller or Purchaser, as applicable, shall promptly give notice to the other of such Involuntary Lien. An Involuntary Lien of which Seller or Purchaser receives notice pursuant to the preceding sentence is referred to herein as a “New Lien.” The cost to Discharge a New Lien, or the aggregate cost to Discharge two or more New Liens, is referred to in this Section 4.1.2 as the “Discharge Amount” for such New Lien, or New Liens. If the Discharge Amount for all New Liens does not exceed $200,000, Seller the Sellers shall be obligated to Cure such New Liens prior to or at Closing, at Seller’s the Sellers’ sole cost and expense. If the Discharge Amount for all New Liens exceeds $200,000, then unless the Purchaser has the right to terminate this Agreement in accordance with the next sentence and does in fact terminate this Agreement pursuant to this Section 4.1.2, Seller the Sellers shall be obligated to Discharge or otherwise Cure, in whole or in part, one or more of such New Liens such that the Discharge Amount of the New Liens at Closing is reduced by $200,000. If the Discharge Amount for all New Liens exceeds $400,000, and if Seller does the Sellers do not agree in writing to Cure such New Liens in a manner satisfactory to Purchaser, then Purchaser shall have the right to terminate this Agreement by written notice to Seller the Sellers delivered within five (5) Business Days after any Seller either sends or receives notice of a New Lien that would cause the Discharge Amount for all New Liens to exceed $400,000. Upon such termination the Xxxxxxx Money Deposit shall be returned to Purchaser, this Agreement shall WRIT Industrial I terminate and neither party shall have any obligation to the other party hereunder except for obligations that expressly survive termination of this Agreement. If a Seller breaches an obligation to Cure, in whole or in part, one or more New Liens pursuant to this Section 4.1.2 then the condition set forth in Section 8.2.3 shall be deemed not to have been satisfied regardless whether such failure has a Material Adverse Effect. If the Closing occursOccurs, any New Liens of which Purchaser had knowledge prior to the Closing Date shall be Permitted Exceptions.

Liens Arising After the Effective Date. Seller Each Seller, with respect to its Property or Properties, agrees to Cure, prior to or at Closing, (i) all Voluntary Liens; and (ii) the Involuntary Liens, if any, listed on Exhibit “S.” If a Seller or Purchaser becomes aware after the Effective Date of an Involuntary Lien not designated on Exhibit S, such Seller or Purchaser, as applicable, shall promptly give notice to the other of such Involuntary Lien. An Involuntary Lien of which Seller or Purchaser receives notice pursuant to the preceding sentence is referred to herein as a “New Lien.” The cost to Discharge a New Lien, or the aggregate cost to Discharge two or more New Liens, is referred to in this Section 4.1.2 as the “Discharge Amount” for such New Lien, or New Liens. If the Discharge Amount for all New Liens does not exceed $200,000, Seller the Sellers shall be obligated to Cure such New Liens prior to or at Closing, at Seller’s the Sellers’ sole cost and expense. If the Discharge Amount for all New Liens exceeds $200,000, then unless the Purchaser has the right to terminate this Agreement in accordance with the next sentence and does in fact terminate this Agreement pursuant to this Section 4.1.2, Seller the Sellers shall be obligated to Discharge or otherwise Cure, in whole or in part, one or more of such New Liens such that the Discharge Amount of the New Liens at Closing is reduced by $200,000. If the Discharge Amount for all New Liens exceeds $400,000, and if Seller does the Sellers do not agree in writing to Cure such New Liens in a manner satisfactory to Purchaser, then Purchaser shall have the right to terminate this Agreement by written notice to Seller the Sellers delivered within five (5) Business Days after any Seller either sends or receives notice of a New Lien that would cause the Discharge Amount for all New Liens to exceed $400,000. Upon such termination the Xxxxxxx Money Deposit shall be returned to Purchaser, this Agreement shall WRIT Industrial III terminate and neither party shall have any obligation to the other party hereunder except for obligations that expressly survive termination of this Agreement. If a Seller breaches an obligation to Cure, in whole or in part, one or more New Liens pursuant to this Section 4.1.2 then the condition set forth in Section 8.2.3 shall be deemed not to have been satisfied regardless whether such failure has a Material Adverse Effect. If the Closing occursOccurs, any New Liens of which Purchaser had knowledge prior to the Closing Date shall be Permitted Exceptions.

Liens Arising After the Effective Date. Seller Each Seller, with respect to its Property or Properties, agrees to Cure, prior to or at Closing, (i) all Voluntary Liens; and (ii) the Involuntary Liens, if any, listed on Exhibit “S.” S. If a Seller or Purchaser becomes aware after the Effective Date of that an Involuntary Lien not designated on Exhibit Shas arisen after the effective date of the Title Commitment for the Property affected by such Involuntary Lien, such Seller or Purchaser, as applicable, shall promptly give notice to the other of such Involuntary Lien. An If the cost to Discharge such Involuntary Lien Lien, together with the cost to Discharge all other Involuntary Liens (excluding Liens caused by Tenants) of which the Purchaser or any Seller or Purchaser receives has received notice pursuant to this Section 4.1.2 after the preceding sentence is referred date hereof and prior to herein as Closing (each, a “New Lien.” The cost to Discharge a New Lien”), or the aggregate cost to Discharge two or more New Liens, is referred to in this Section 4.1.2 as the “Discharge Amount” for such New Lien, or New Liens. If the Discharge Amount for all New Liens does not exceed $200,000600,000, then such Seller shall be obligated to Cure such New Liens Lien prior to or at Closing, at such Seller’s sole cost and expense, and such New Lien shall not be a Permitted Exception. If the aggregate cost to Discharge Amount for all New Liens exceeds $200,000600,000, then unless the Purchaser has Sellers shall have the right option but not the obligation to terminate this Agreement in accordance Cure, at their sole cost and expense, each New Lien for which the cost to Discharge (together with the next sentence and does in fact terminate this Agreement cost to Discharge all other New Liens) exceeds $600,000. Sellers shall notify Purchaser of their election with respect to each New Lien for which the cost to Discharge (together with the cost to Discharge all other New Liens) exceeds $600,000, within five (5) Business Days after such Seller either sends or receives notice of such New Lien pursuant to the second sentence of this Section 4.1.2, Seller shall be obligated to Discharge or otherwise Cure, in whole or in part, one or more of such New Liens such that the Discharge Amount of the New Liens at Closing is reduced by $200,000. If the Discharge Amount for all New Liens exceeds $400,000, and if Seller does Sellers do not agree make such election in writing within such five (5) Business Days, the Sellers shall be deemed to have elected not to Cure such New Liens in Lien. If none of the Sellers has elected to Cure a manner satisfactory New Lien for which the cost to PurchaserDischarge (together with the cost to Discharge all other New Liens) exceeds $600,000, then Purchaser shall have the right be entitled to terminate this Agreement by written notice to Seller delivered within five (5) Business Days after Seller either sends or receives notice of a New Lien that would cause the Discharge Amount for all New Liens to exceed $400,000. Upon such termination Sellers, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser, 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. If any Seller breaches an obligation fails to Cure, in whole Cure a New Lien by Closing that such Seller was obligated to Cure or in part, one or more New Liens elected to Cure pursuant to this Section 4.1.2 then the condition set forth in Section 8.2.3 4.1.2, Seller shall be deemed not in default under this Agreement and Purchaser shall have all rights under Section 9.2 hereof, provided however, Purchaser may elect to have been satisfied regardless whether such failure has proceed to Closing and Purchaser shall receive a Material Adverse Effect. If credit equal to the Closing occurs, any aggregate cost to Discharge all New Liens of that any Seller was obligated to or elected to Cure, but failed to Cure at or before Closing. Any New Liens for which Purchaser had knowledge prior receives a credit at Closing pursuant to the Closing Date preceding sentence shall be Permitted Exceptions.

Liens Arising After the Effective Date. Seller Each Seller, with respect to its Property or Properties, agrees to Cure, prior to or at Closing, (i) all Voluntary Liens; and (ii) the Involuntary Liens, if any, listed on Exhibit “S.” If a Seller or Purchaser becomes aware after the Effective Date of an Involuntary Lien not designated on Exhibit S, such Seller or Purchaser, as applicable, shall promptly give notice to the other of such Involuntary Lien. An Involuntary Lien of which Seller or Purchaser receives notice pursuant to the preceding sentence is referred to herein as a “New Lien.” The cost to Discharge a New Lien, or the aggregate cost to Discharge two or more New Liens, is referred to in this Section 4.1.2 as the “Discharge Amount” for such New Lien, or New Liens. If the Discharge Amount for all New Liens does not exceed $200,000, Seller the Sellers shall be obligated to Cure such New Liens prior to or at Closing, at Seller’s the Sellers’ sole cost and expense. If the Discharge Amount for all New Liens exceeds $200,000, then unless the Purchaser has the right to terminate this Agreement in accordance with the next sentence and does in fact terminate this Agreement pursuant to this Section 4.1.2, Seller the Sellers shall be obligated to Discharge or otherwise Cure, in whole or in part, one or more of such New Liens such that the Discharge Amount of the New Liens at Closing is reduced by $200,000. If the Discharge Amount for all New Liens exceeds $400,000, and if Seller does the Sellers do not agree in writing to Cure such New Liens in a manner satisfactory to Purchaser, then Purchaser shall have the right to terminate this Agreement by written notice to Seller the Sellers delivered within five (5) Business Days after any Seller either sends or receives notice of a New Lien that would cause the Discharge Amount for all New Liens to exceed $400,000. Upon such termination the Xxxxxxx Money Deposit shall be returned to Purchaser, 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. If a Seller breaches an obligation to Cure, in whole or in part, one or more New Liens pursuant to this Section 4.1.2 then the condition set forth in Section 8.2.3 shall be deemed not to have been satisfied regardless whether such failure has a Material Adverse Effect. If the Closing occursOccurs, any New Liens of which Purchaser had knowledge prior to the Closing Date shall be Permitted Exceptions.

Liens Arising After the Effective Date. Seller Each Seller, with respect to its Property or Properties, agrees to Cure, prior to or at Closing, (i) all Voluntary Liens; and (ii) the Involuntary Liens, if any, listed on Exhibit “S.” S. If a Seller or Purchaser becomes aware after the Effective Date of that an Involuntary Lien not designated on Exhibit Shas arisen after the effective date of the Title Commitment for the Property affected by such Involuntary Lien, such Seller or Purchaser, as applicable, shall promptly give notice to the other of such Involuntary Lien. An If the cost to Discharge such Involuntary Lien Lien, together with the cost to Discharge all other Involuntary Liens (excluding Liens caused by Tenants) of which the Purchaser or any Seller or Purchaser receives has received notice pursuant to this Section 4.1.2 after the preceding sentence is referred date hereof and prior to herein as Closing (each, a “New Lien.” The cost to Discharge a New Lien”), or the aggregate cost to Discharge two or more New Liens, is referred to in this Section 4.1.2 as the “Discharge Amount” for such New Lien, or New Liens. If the Discharge Amount for all New Liens does not exceed $200,0001,000,000, then such Seller shall be obligated to Cure such New Liens Lien prior to or at Closing, at such Seller’s sole cost and expense, and such New Lien shall not be a Permitted Exception. If the aggregate cost to Discharge Amount for all New Liens exceeds $200,0001,000,000, then unless the Purchaser has Sellers shall have the right option but not the obligation to terminate this Agreement in accordance Cure, at their sole cost and expense, each New Lien for which the cost to Discharge (together with the next sentence and does in fact terminate this Agreement cost to Discharge all other New Liens) exceeds $1,000,000. Sellers shall notify Purchaser of their election with respect to each New Lien for which the cost to Discharge (together with the cost to Discharge all other New Liens) exceeds $1,000,000, within five (5) Business Days after such Seller either sends or receives notice of such New Lien pursuant to the second sentence of this Section 4.1.2, Seller shall be obligated to Discharge or otherwise Cure, in whole or in part, one or more of such New Liens such that the Discharge Amount of the New Liens at Closing is reduced by $200,000. If the Discharge Amount for all New Liens exceeds $400,000, and if Seller does Sellers do not agree make such election in writing within such five (5) Business Days, the Sellers shall be deemed to have elected not to Cure such New Liens in Lien. If none of the Sellers has elected to Cure a manner satisfactory New Lien for which the cost to PurchaserDischarge (together with the cost to Discharge all other New Liens) exceeds $1,000,000, then Purchaser shall have the right be entitled to terminate this Agreement by written notice to Seller delivered within five (5) Business Days after Seller either sends or receives notice of a New Lien that would cause the Discharge Amount for all New Liens to exceed $400,000. Upon such termination Sellers, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser, 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. If any Seller breaches an obligation fails to Cure, in whole Cure a New Lien by Closing that such Seller was obligated to Cure or in part, one or more New Liens elected to Cure pursuant to this Section 4.1.2 then the condition set forth in Section 8.2.3 4.1.2, Seller shall be deemed not in default under this Agreement and Purchaser shall have all rights under Section 9.2 hereof, provided however, Purchaser may elect to have been satisfied regardless whether such failure has proceed to Closing and Purchaser shall receive a Material Adverse Effect. If credit equal to the Closing occurs, any aggregate cost to Discharge all New Liens of that any Seller was obligated to or elected to Cure, but failed to Cure at or before Closing. Any New Liens for which Purchaser had knowledge prior receives a credit at Closing pursuant to the Closing Date preceding sentence shall be Permitted Exceptions.

Liens Arising After the Effective Date. Seller Each Seller, with respect to its Property or Properties, agrees to Cure, prior to or at Closing, (i) all Voluntary Liens, other than Liens securing the Assumed Loan; and (ii) the Involuntary Liens, if any, listed on Exhibit “S.” If a Seller or Purchaser becomes aware after the Effective Date of an Involuntary Lien not designated on Exhibit S, such Seller or Purchaser, as applicable, shall promptly give notice to the WRIT Industrial V other of such Involuntary Lien. An Involuntary Lien of which Seller or Purchaser receives notice pursuant to the preceding sentence is referred to herein as a “New Lien.” The cost to Discharge a New Lien, or the aggregate cost to Discharge two or more New Liens, is referred to in this Section 4.1.2 as the “Discharge Amount” for such New Lien, or New Liens. If the Discharge Amount for all New Liens does not exceed $200,000, Seller the Sellers shall be obligated to Cure such New Liens prior to or at Closing, at Seller’s the Sellers’ sole cost and expense. If the Discharge Amount for all New Liens exceeds $200,000, then unless the Purchaser has the right to terminate this Agreement in accordance with the next sentence and does in fact terminate this Agreement pursuant to this Section 4.1.2, Seller the Sellers shall be obligated to Discharge or otherwise Cure, in whole or in part, one or more of such New Liens such that the Discharge Amount of the New Liens at Closing is reduced by $200,000. If the Discharge Amount for all New Liens exceeds $400,000, and if Seller does the Sellers do not agree in writing to Cure such New Liens in a manner satisfactory to Purchaser, then Purchaser shall have the right to terminate this Agreement by written notice to Seller the Sellers delivered within five (5) Business Days after any Seller either sends or receives notice of a New Lien that would cause the Discharge Amount for all New Liens to exceed $400,000. Upon such termination the Xxxxxxx Money Deposit shall be returned to Purchaser, 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. If a Seller breaches an obligation to Cure, in whole or in part, one or more New Liens pursuant to this Section 4.1.2 then the condition set forth in Section 8.2.3 shall be deemed not to have been satisfied regardless whether such failure has a Material Adverse Effect. If the Closing occursOccurs, any New Liens of which Purchaser had knowledge prior to the Closing Date shall be Permitted Exceptions.