Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lost.
Appears in 8 contracts
Samples: Discovery Zone Inc, Discovery Zone Inc, Discovery Zone Inc
Liens. Grantor warrantsTenant has no authority, express or implied, to create or place any lien or encumbrance of any kind or nature whatsoever upon, or in any manner to bind the interest of Landlord or Tenant in the Demised Premises, or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including those who furnish materials or perform labor for any construction or repairs, and Tenant covenants and agrees to pay and promptly dischargethat it shall not mortgage, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies encumber or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, pledge this Lease or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor The preceding sentence shall not be in default for failure construed as prohibiting Tenant from making alterations as provided above or from permitting any other mechanics or materialmen's lienable work to pay be performed as long as such work is not prohibited by this Lease. Tenant agrees to indemnify and hold Landlord harmless from any lien filed against the Demised Premises on account of work performed by or on behalf of Tenant and from any and all losses, costs, damages, expenses, liabilities, suits, penalties, claims and damages (including attorney fees) arising from or relating to such lien. After Tenant's receipt of notice or actual knowledge of the placing of any lien or encumbrance against the Demised Premises, Tenant shall immediately give Landlord written notice thereof. Tenant shall within ten (10) days therefrom remove such lien by payment. If Tenant shall fail to discharge Impositions or such mechanic's lien within such period, then, in addition to any other right or materialman's or similar lien asserted against the Trust Property ifremedy of Landlord, and so long asLandlord may, (a) Grantor but shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest not be obligated to, discharge the same by appropriate legal proceedings which shall operate paying to prevent the enforcement or collection claimant the amount claimed to be due by procuring the discharge of such lien as to the Demised Premises by deposit in the court having jurisdiction of such lien, a cash sum sufficient to secure the discharge of the same same, or by the deposit of a bond or other security with such court sufficient in form, content and amount to procure the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment discharge of such Impositions and to secure and indemnify Beneficiary lien, or in such other manner as is now or may in the future be provided by present or future law or the discharge of such lien as a lien against any costthe Demised Premises. Any amount paid by Landlord, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount value of any such Impositions, claim, fine or penalty deposit so determinedmade by Landlord, together with all costs, interest fees and penalties which may be payable expenses in connection therewith; therewith (e) including attorneys' fees of Landlord), together with interest thereon at the failure to pay the ImpositionsDefault Rate, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostAdditional Rent payable on demand by Landlord.
Appears in 8 contracts
Samples: Lease Agreement (Hewitt Associates Inc), Lease Agreement (Hewitt Associates Inc), Lease Agreement (Hewitt Associates Inc)
Liens. Grantor warrantsTenant shall not do any act which shall in any way encumber the title of Landlord in and to the Premises, covenants nor shall Tenant create or permit to be created, and agrees to pay and shall promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when any such taxes, assessments and charges are due and payable lien (including, without limitationbut not limited to, all Impositionsany mechanic’s, contractor’s, subcontractor’s or material man’s lien or any lien, encumbrance or charge arising out of any agreement (expressed or implied), as well as all lawful claims for labor materials and supplies chattel mortgage, security agreement, financing statement or otherwise which could become a lien, and all liens, encumbrances and charges otherwise) upon the Trust Property, Premises or any part thereof or interest therein; provided that the existence income therefrom or any personal property used in connection with the operation of any mechanic'sthe Premises, laborer's, materialman's, supplier's or vendor's lien or right thereto and Tenant shall not suffer any other matter or thing whereby the estate, rights and interest of Landlord in the Premises or any part thereof might be impaired. If Tenant shall fail to cause any such lien to be discharged of record, then Landlord, after thirty (30) days notice of its intention to do so, shall have the right, but not the obligation, in addition to any other right or remedy, to discharge such lien either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or bonding proceedings, and in any such event Landlord shall be entitled if it so elects to compel the prosecution of an action for foreclosure of such lien by the lienor and to pay the amount of judgment in favor of the lien owner with interest, costs and allowances. Any amount so paid by Landlord and all costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in connection therewith shall constitute a violation Additional Rent payable by Tenant under this Lease, due from Tenant to Landlord at the next rent day after any such payment, with interest thereon at Prime plus three percent (3%) per annum from the date of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor This Lease shall constitute notice that Landlord shall not be in default liable for failure any work performed or to pay be performed, or discharge Impositions any materials furnished or mechanic's or materialman's or similar lien asserted against to be furnished, at the Trust Property ifPremises for Tenant upon credit, and so long asthat no mechanic’s or other lien for such work or materials shall attach to or affect the estate or interest of Landlord in and to the Premises, (a) Grantor unless specifically ordered by Landlord in writing. Tenant shall have notified Beneficiary no power to do any act or make any contract that may create or be the foundation for any lien, mortgage or other encumbrance upon the estate of same within seven (7) days Landlord, or any other interest of obtaining knowledge thereof; (b) Grantor shall diligently and Landlord in good faith contest the same by appropriate legal proceedings which shall operate to prevent Premises, the enforcement Building or collection of the same and the sale of the Trust Property other Improvements or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lost.
Appears in 8 contracts
Samples: Commercial Lease Agreement, Commercial Lease Agreement (CURO Group Holdings Corp.), Commercial Lease Agreement (CURO Group Holdings Corp.)
Liens. Grantor warrantsDuring the Term, covenants Tenant will promptly, but no later than thirty (30) days after the date Tenant first has actual knowledge of the filing thereof, or such shorter period as shall prevent the forfeiture of the Premises, remove and agrees to pay discharge of record, by bond or otherwise, any charge, lien, security interest or encumbrance upon any of the Premises, Base Rent and promptly dischargeAdditional Rent which charge, at Grantor's cost and expenselien, security interest or encumbrance arises for any reason, including, but not limited to, all taxesliens that arise out of the possession, assessments and governmental charges levied upon ituse, its income and assets occupancy, construction, repair or rebuilding of the Premises or by reason of labor or materials furnished, or claimed to have been furnished, to Tenant for the Premises, but not including any encumbrances expressly permitted under this Lease or any charge, lien security interest or encumbrance created as and when such taxesthe result of any act or omission of Landlord or in connection with any work performed or indebtedness incurred by or on behalf of Landlord. Nothing contained in this Lease shall be construed as constituting the consent or request of Landlord, assessments and charges are due and payable (includingexpress or implied, without limitationby inference or otherwise, all Impositions)to or for the performance of any contractor, as well as all lawful claims laborer, materialman, or vendor of any labor or services or for labor the furnishing of any materials and supplies for any construction, alteration, addition, repair or otherwise which could become a liendemolition of or to the Premises or any part thereof. Notice is hereby given that, and all liensduring the Term, encumbrances and charges upon Landlord will not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding an interest in the Trust Property, Premises or any part thereof through or under Tenant, and that no mechanics or other liens for any such labor, services or materials shall attach to or affect the interest therein; provided that of Landlord in and to the existence Premises. In the event of the failure of Tenant to discharge any mechanic'scharge, laborer'slien, materialman'ssecurity interest or encumbrances as aforesaid, supplier's Landlord may discharge such items by payment or vendor's bond or both, and Section 24.4 hereof shall apply. Provided Tenant is diligently contesting any such lien or right thereto shall not constitute encumbrance in accordance with applicable law, in lieu of a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor bond Tenant shall have notified Beneficiary the option to deposit cash with Landlord in an amount sufficient to fully discharge such lien or encumbrance (as reasonably determined by Landlord, the “Lien Deposit”), which Lien Deposit may be used by Landlord to discharge, settle or otherwise satisfy the applicable lien or encumbrance at any time after the commencement of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal foreclosure proceedings which shall operate to prevent the enforcement or collection before forfeiture of the same and the sale of the Trust Property Premises or any part portion thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lost.
Appears in 8 contracts
Samples: KAR Holdings, Inc., KAR Holdings, Inc., KAR Holdings, Inc.
Liens. Grantor Mortgagor warrants, covenants and agrees to pay and promptly discharge, at GrantorMortgagor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Mortgaged Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor Mortgagor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Mortgaged Property if, and so long as, (a) Grantor Mortgagor shall have notified Beneficiary Mortgagee of same within seven (7) days of obtaining knowledge thereof; (b) Grantor Mortgagor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Mortgaged Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor Mortgagor shall furnish to Beneficiary Mortgagee such security as Beneficiary Mortgagee may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary Mortgagee against any cost, expense, loss or damage in connection with such contest or postponement of payment,; (d) Grantor Mortgagor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Mortgaged Property; and (f) notwithstanding the foregoing, Grantor Mortgagor shall immediately upon request of Beneficiary Mortgagee pay (and if Grantor Mortgagor shall fail so to do, Beneficiary Mortgagee may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of BeneficiaryMortgagee, the Trust Mortgaged Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lost.
Appears in 6 contracts
Samples: Operation and Easement Agreement (Discovery Zone Inc), Discovery Zone Inc, Discovery Zone Inc
Liens. Grantor warrantsProvided that Owner has paid Contractor in accordance with the requirements of this Agreement, covenants and agrees to pay and promptly dischargeContractor shall, at Grantor's cost and Contractor’s sole expense, all taxesdischarge and cause to be released, assessments and governmental charges levied upon itwhether by payment or posting of an appropriate surety bond in accordance with Applicable Law, its income and assets as and when such taxeswithin ten (10) days after receipt of a written demand from Owner, assessments and charges are due and payable (includingany Lien in respect to the Work, without limitationthe Equipment, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust PropertyProject Site, or any part thereof fixtures or interest therein; provided that personal property included in the existence Work (whether or not any such Lien is valid or enforceable) created by, through or under, or as a result of any mechanic'sact or omission (or alleged act or omission) of, laborer'sContractor or any Subcontractor, materialman's, supplier's or vendor's lien other Person providing services or right thereto shall not constitute a violation materials within the scope of Contractor’s Work. Upon the failure of Contractor to promptly discharge or cause to be released any Lien as required by this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing2.9, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, within ten (a) Grantor shall have notified Beneficiary of same within seven (710) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate after notice to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereofContractor, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary Owner may, but shall not be required obligated to, pay pay, discharge or cause obtain a surety bond for such Lien and, upon such payment, discharge or posting of surety bond therefore, shall be entitled to be discharged immediately recover from Contractor the amount thereof together with all expenses incurred by Owner in connection with such payment, discharge or bonded against) any such Impositionsposting, or claim notwithstanding set off all such contestamounts against any sums owed by Owner to Contractor. Contractor shall notify Owner of the filing of any Lien against the Project, if the Equipment, the Project Site, or any fixtures or personal property included in the reasonable opinion Work promptly upon learning of Beneficiarythe existence or filing of such Lien. Acceptance by Contractor of the final payment shall constitute a release by Contractor of Owner, the Trust Property Affiliates and every officer and agent thereof from all Liens (whether statutory or otherwise and including mechanics’ or suppliers’ Liens), claims and liability hereunder with respect to any part thereof Work performed or interest therein may furnished in connection with this Agreement, or for any act or omission of Owner or of any Person relating to or affecting this Agreement, except claims for which Contractor has delivered a dispute notice to Owner. No payment by Owner shall be in imminent danger deemed a waiver by Owner of being sold, forfeited, foreclosed, terminated, canceled or lostany obligation of Contractor under this Agreement.
Appears in 5 contracts
Samples: Procurement and Construction Agreement, Procurement and Construction Agreement, Procurement and Construction Agreement
Liens. Grantor warrantsTo the fullest extent permitted by applicable law, covenants Supplier waives and releases any and all rights of any type of lien and similar rights for payment for Items or Services, or materials furnished by Supplier which Supplier may have against MBV's premises or property belonging to MBV or its agents. Supplier shall at all times promptly pay for all services, materials and labor used or furnished by Supplier in the performance of this Agreement and supply of the Services and Items and shall at its expense keep all property belonging to MBV free and clear of any and all liens. If Supplier fails to release and discharge any claim of lien against MBV's premises or property arising out of the Services or Items provided pursuant to this Agreement within five (5) business days after receipt of notice from MBV to remove such claim of lien, MBV may, at its option, discharge the claim of lien. In this event, Supplier shall pay MBV any and all costs and expenses of MBV in so doing, including reasonable attorneys' fees. Should the above total lien waiver not be permitted by applicable law, by accepting payment, Supplier agrees to pay waive and promptly dischargerelease any and all rights of any type of lien for the portion of work proportional to each and every payment made, at Grantorincluding, but not limited to: mechanic’s lien, materialmen’s lien, laborer’s lien and similar rights for payment for services, labor, equipment, or materials furnished by Supplier in performance of the Services and granted by law to persons supplying materials, equipment, services and other things of value to improve or modify land or structures hereon which Supplier may have against MBV’s premises or property belonging to MBV or its agents. Supplier shall indemnify and save harmless MBV and its employees, agents and assigns from and against all laborers', mechanics' or materialmen's cost and expenseliens, all taxesor any other lien, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable claim (including, without limitation, all Impositionsattorneys’ fees), as well as all lawful claims for labor materials and supplies charge, or otherwise which could become a lienencumbrance, and all liens, encumbrances and charges of whatever kind upon the Trust PropertyServices, any property of MBV and/or any monies retained by MBV or due or to become due from MBV to Supplier, arising out of the Services performed by Supplier or by its Suppliers or its Subcontractors or their Suppliers or subcontractors and/or out of materials, services or equipment furnished by Supplier or by its Suppliers, Subcontractors or any of their respective employees, agents, or any part thereof Suppliers or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's subcontractors under or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest this Contract or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) with the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lost.Services and/or MBV’s property
Appears in 5 contracts
Samples: Master Purchasing Agreement, General Terms and Conditions, General Terms and Conditions
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, Tenant shall at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon times keep the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same Premises and the sale Project free from liens arising out of the Trust Property or any part thereofrelated to work or services performed, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment materials or supplies furnished or obligations incurred by or on behalf of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss Tenant or damage in connection with such contest work made, suffered or postponement done by or on behalf of payment; Tenant in or on the Premises or Project. If Tenant shall not, within ten (d10) Grantor shall timely upon final determination thereof pay days following the amount imposition of any such Impositionslien, claimcause the same to be released of record by payment or posting of a proper bond, fine or penalty so determinedLandlord shall have, together with in addition to all costsother remedies provided herein and by law, interest the right, but not the obligation, to cause the same to be released by such means as Landlord shall deem proper, including payment of the claim giving rise to such lien. All sums paid by Landlord on behalf of Tenant and penalties which may all expenses incurred by Landlord in connection therefor shall be payable in connection therewith; (e) to Landlord by Tenant on demand with interest at the failure Applicable Interest Rate as Additional Rent. Landlord shall have the right at all times to pay post and keep posted on the ImpositionsPremises any notices permitted or required by law, or mechanic's or materialman's or similar lien claim does not constitute a default under which Landlord shall deem proper, for the protection of Landlord, the Premises, the Project and any other deed of trustparty having an interest therein, mortgage or security interest covering or affecting any part from mechanics' and materialmen's liens, and Tenant shall give Landlord not less than ten (10) business days prior written notice of the Trust Property; commencement of any work in the Premises or Project which could lawfully give rise to a claim for mechanics' or materialmen's liens to permit Landlord to post and (f) notwithstanding record a timely notice of non-responsibility, as Landlord may elect to proceed or as the foregoinglaw may from time to time provide, Grantor for which purpose, if Landlord shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to dodetermine, Beneficiary may, but Landlord may enter the Premises. Tenant shall not be required to, pay or cause to be discharged or bonded against) remove any such Impositionsnotice posted by Landlord without Landlord's consent, and in any event not before completion of the work which could lawfully give rise to a claim for mechanics' or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostmaterialmen's liens.
Appears in 5 contracts
Samples: Consent to Sublease Agreement (Intuit Inc), Lease (Access Integrated Technologies Inc), Lease (Geocities)
Liens. Grantor warrantsIn the event that any lien is recorded or filed against the Premises as a result of work performed or materials furnished at the request of or on behalf of Tenant, covenants Tenant shall, within thirty (30) days after learning of such filing, cause the same to be released and agrees discharged of record. Should Tenant contest any such claim or lien, Tenant may do so only if within such thirty (30) day period, Tenant causes the lien to pay be released and promptly dischargedischarged of record by the posting of adequate security with a court of competent jurisdiction and obtaining a court order releasing the lien, as may then be provided by North Carolina’s mechanic lien statutes. Tenant shall defend on behalf of Landlord, at Grantor's Tenant’s sole cost and expense, any action, suit or proceeding which may be brought thereon or for the enforcement of such lien, liens or orders, and Tenant will pay any damages and discharge any judgment entered therein and hold Landlord harmless from any loss, claim or damage resulting therefrom, including reasonable attorneys’ fees. In the event Tenant fails to cause such lien to be released of record after written request from Landlord, Landlord may, at its option (but shall not be obligated to), pay the amounts claimed, and all taxesamounts so paid, assessments plus all costs and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable expenses incurred by Landlord (including, without limitation, all Impositions)attorney’s fees or any other legal costs or expenses) together with interest thereon at the rate of twelve percent (12%) per annum, shall be immediately due and payable from Tenant to Landlord as well as all lawful claims additional rent. Tenant shall have no power to do any act or to make any contract that may create or be the foundation for labor materials and supplies or otherwise which could become a any lien, and all liens, encumbrances and charges upon the Trust Propertymortgage, or any part thereof other encumbrance on the fee interest in the Land, the reversion or interest therein; provided that the existence other estate of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the ImpositionsLandlord, or mechanic's or materialman's or similar lien claim does not constitute a default under that would be prior to any other deed interest of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if Landlord in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostPremises.
Appears in 4 contracts
Samples: Air Rights Lease Agreement, Rights Lease Agreement, Air Rights Lease Agreement
Liens. Grantor warrantsTenant shall keep the Premises and the Project free from any mechanics’ liens, covenants vendors liens or any other liens arising out of any work performed, materials furnished or obligations incurred by Tenant, and Tenant agrees to defend, indemnify and hold Landlord harmless from and against any such lien or claim or action thereon, together with costs of suit and reasonable attorneys’ fees and costs incurred by Landlord in connection with any such claim or action. Before commencing any work of alteration, addition or improvement to the Premises, Tenant shall give Landlord at least ten (10) business days’ written notice of the proposed commencement of such work (to afford Landlord an opportunity to post appropriate notices of non-responsibility). In the event that there shall be recorded against the Premises or the Project or the property of which the Premises is a part any claim or lien arising out of any such work performed, materials furnished or obligations incurred by Tenant and such claim or lien shall not be removed or discharged within ten (10) days of filing, Landlord shall have the right but not the obligation to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when discharge said lien without regard to whether such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lien shall be lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Propertycorrect, or any part thereof or interest therein; provided to require that the existence of any mechanic'sTenant promptly deposit with Landlord in cash, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection lawful money of the same and the sale United States, one hundred fifty percent (150%) of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine which sum may be retained by Landlord until such claim shall have been removed of record or penalty so determineduntil judgment shall have been rendered on such claim and such judgment shall have become final, together with all at which time Landlord shall have the right to apply such deposit in discharge of the judgment on said claim and any costs, interest including attorneys’ fees and penalties which may be payable in connection therewith; (e) costs incurred by Landlord, and shall remit the failure balance thereof to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostTenant.
Appears in 4 contracts
Samples: Standard Office Lease, Standard Office Lease (Entropic Communications Inc), Office Lease (Tut Systems Inc)
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment,; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lost.
Appears in 4 contracts
Samples: Discovery Zone Inc, Discovery Zone Inc, Discovery Zone Inc
Liens. Grantor warrantsTenant will not, covenants directly or indirectly, create or permit to be created or to remain, and agrees to pay and will promptly discharge, at Grantor's cost and its expense, all taxesany mechanic’s, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies supplier’s or otherwise which could become a vendor’s lien, and all liens, encumbrances and charges upon encumbrance or charge on the Trust Property, Premises or any part thereof thereof, other than any of the same arising by or interest therein; provided that the through Landlord. The existence of any mechanic's, laborer's, materialman's’s, supplier's ’s or vendor's lien ’s lien, or any right thereto in respect thereof, shall not constitute a violation of this Section 22 if payment is not yet due under upon the contract or for the goods or services in respect of which any such lien has arisen or, if Tenant is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay protesting or discharge Impositions or mechanic's or materialman's or similar challenging such lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest and has, within forty-five (45) days (or such earlier time as reasonably required by Landlord’s Mortgagee after Tenant’s receipt of written notice) after Tenant receives actual notice of such lien, bonded over such lien. Nothing contained in this Lease shall be construed as constituting the same by appropriate legal proceedings which shall operate consent or request of Landlord, expressed or implied, of any contractor, subcontractor, laborer, materialman or vendor to prevent or for the enforcement performance of any labor or collection services or the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the same and the sale of the Trust Property Premises or any part thereof, and any such contractor, subcontractor, laborer, materialman or vendor shall look solely to satisfy Tenant and Tenant’s interest in the same; (c) unless funds are otherwise reserved, Grantor shall furnish Premises to Beneficiary such security as Beneficiary may reasonably request to insure secure the payment of any bills for any labor, services, or materials furnished. Notice is hereby given that Landlord will not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding the Premises or any part thereof through or under Tenant, and that no mechanic’s or other liens for any such Impositions labor, services or materials shall attach to or affect the interest of Landlord in and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of Premises. If Tenant has not removed any such Impositionslien or other encumbrance described above within forty-five (45) days after written notice thereof to Tenant, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary Landlord may, but shall not be required obligated to, pay the amount of such lien or cause other encumbrance or discharge the same by deposit, and the amount so paid or deposited shall constitute additional Rent and be collectible upon demand with interest at the Default Rate. Landlord hereby consents to be discharged the granting of a lien or bonded against) security interest on the fixtures, furnishings, trade fixtures, furniture, computers, telephone systems, machinery, equipment and other of Tenant’s Personal Property installed or placed on the Premises by Tenant in connection with any credit facility that Tenant has or may have during the Term hereof, and Tenant shall give Landlord written notice of any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostlien.
Appears in 4 contracts
Samples: Master Lease Agreement (Cracker Barrel Old Country Store, Inc), Lease Agreement (Cracker Barrel Old Country Store, Inc), Lease Agreement (Cracker Barrel Old Country Store, Inc)
Liens. Grantor warrantsTenant shall keep the Premises and the Project free from any mechanics' liens, covenants vendors liens or any other liens arising out of any work performed, materials furnished or obligations incurred by Tenant, and Tenant agrees to defend, indemnify and hold Landlord harmless from and against any such lien or claim or action thereon, together with costs of suit and reasonable attorneys' fees and costs incurred by Landlord in connection with any such claim or action. Before commencing any work of alteration, addition or improvement to the Premises, Tenant shall give Landlord at least ten (10) business days' written notice of the proposed commencement of such work (to afford Landlord an opportunity to post appropriate notices of non-responsibility). In the event that there shall be recorded against the Premises or the Project or the property of which the Premises is a part any claim or lien arising out of any such work performed, materials furnished or obligations incurred by Tenant and such claim or lien shall not be removed or discharged within ten (10) days of filing, Landlord shall have the right but not the obligation to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when discharge said lien without regard to whether such taxes, assessments and charges are due and payable lien shall be lawful or correct (including, without limitation, all Impositionsin which case Tenant shall reimburse Landlord for any such payment made by Landlord within ten (10) days following written demand), as well as all or to require that Tenant promptly deposit with Landlord in cash, lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection money of the same and the sale United States, one hundred fifty percent (150%) of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine which sum may be retained by Landlord until such claim shall have been removed of record or penalty so determineduntil judgment shall have been rendered on such claim and such judgment shall have become final, together with all at which time Landlord shall have the right to apply such deposit in discharge of the judgment on said claim and any costs, interest including attorneys' fees and penalties which may be payable in connection therewith; (e) costs incurred by Landlord, and shall remit the failure balance thereof to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostTenant.
Appears in 3 contracts
Samples: Standard Office Lease (Neurmedix, Inc.), Standard Office Lease (Neurmedix, Inc.), Standard Office Lease (Neurmedix, Inc.)
Liens. Grantor warrantsLessee shall not directly or indirectly create, covenants incur, assume or suffer to exist any Lien on or with respect to any and agrees all of the Property, title thereto or any interest therein, to pay and promptly dischargethis Lease or the leasehold interest created hereby, or to Rent actually paid to Lessor, or the rentals payable with respect to the subletting of the Property (up to the amount of such rentals payable to Lessor hereunder), except Permitted Liens. Lessee shall promptly, but not later than sixty (60) days after receipt of notice of the filing thereof, at Grantor's cost and its own expense, all taxestake such action as may be necessary duly to discharge or eliminate or bond in a manner reasonably satisfactory to Lessor any such Lien (other than Permitted Liens); provided, assessments and governmental charges levied however, Lessee may contest such Lien in good faith, upon itsatisfaction of the conditions contained in Section 8.6, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lienbelow, and all liensneed not discharge or bond such Lien while so doing provided (i) Lessee has a long term unsecured debt rating equal to or above the Trigger Rating; (ii) no action to foreclose the Lien has been brought in any judicial or quasi-judicial action; and (iii) no Lease Event of Default is then continuing. NOTHING CONTAINED IN THIS LEASE SHALL BE CONSTRUED AS CONSTITUTING THE CONSENT OR REQUEST OF LESSOR, encumbrances and charges upon the Trust PropertyEXPRESS OR IMPLIED, or any part thereof or interest therein; provided that the existence of any mechanic'sTO OR FOR THE PERFORMANCE BY ANY CONTRACTOR, laborer'sLABORER, materialman'sMATERIALMAN, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereofOR VENDOR OF ANY LABOR OR SERVICES OR FOR THE FURNISHING OF ANY MATERIALS FOR ANY CONSTRUCTION, ALTERATION, ADDITION, REPAIR OR DEMOLITION OF OR TO THE PROPERTY OR ANY PART THEREOF, WHICH WOULD RESULT IN ANY LIABILITY OF LESSOR FOR PAYMENT THEREFOR. NOTICE IS HEREBY GIVEN THAT LESSOR WILL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING AN INTEREST IN THE PROPERTY OR ANY PART THEREOF THROUGH OR UNDER LESSEE, AND THAT NO MECHANICS OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PROPERTY. Notwithstanding the foregoingforegoing paragraph, Grantor shall not be Lessor agrees to reasonably cooperate with Lessee (without exposing its interest in default for failure the Property), at no cost to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereofLessor, to satisfy allow Lessee to perform alterations on the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage Property in connection accordance with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostSection 8.3.
Appears in 3 contracts
Samples: Lease Agreement (Cost Plus Inc/Ca/), Lease Agreement (Cost Plus Inc/Ca/), Lease Agreement (Cost Plus Inc/Ca/)
Liens. Grantor warrantsBorrower shall not create, covenants and agrees incur, assume or permit to pay and promptly dischargeexist any Lien on any direct or indirect interest in Borrower or any portion of the Property, except for the Permitted Encumbrances. After prior notice to Lender, Borrower, at Grantor's cost and its own expense, all taxesmay contest by appropriate legal proceeding, assessments conducted in good faith and governmental charges levied upon itwith due diligence, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies the amount or otherwise which could become a lien, and all liens, encumbrances and charges upon validity of any Liens on the Trust Property, or provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not therein will be in default for failure to pay danger of being sold, forfeited, terminated, canceled or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereoflost; (biv) Grantor Borrower shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely promptly upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determinedLiens, together with all costs, interest and penalties which may be payable in connection therewith; (ev) to insure the payment of such Liens, Borrower shall deliver to Lender either (A) cash in an amount equal to one hundred twenty-five percent (125%) of the contested amount or (B) a payment bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable to Lender in its reasonable discretion, (vi) failure to pay such Liens will not subject Lender to any civil or criminal liability, (vii) such contest shall not affect the Impositionsownership, use or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part occupancy of the Trust Property; , and (fviii) notwithstanding the foregoingBorrower shall, Grantor shall immediately upon request by Lender, give Lender prompt notice of Beneficiary the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.3. Lender may pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) over any such Impositionscash or other security held by Lender to the claimant entitled thereto at any time when, or claim notwithstanding such contest, if in the reasonable opinion judgment of BeneficiaryLender, the Trust entitlement of such claimant is established or the Property (or any part thereof or interest therein may therein) shall be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled cancelled or lostlost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.
Appears in 3 contracts
Samples: Loan Agreement (NOVONIX LTD), Loan Agreement (NOVONIX LTD), Loan Agreement (Medalist Diversified REIT, Inc.)
Liens. Grantor warrantsShould any Tenant Lien(s) (as hereinafter defined) be filed against any portion of the Premises or any interest therein, covenants Tenant shall cause the same to be cancelled or discharged of record by bond or otherwise within thirty (30) days after Tenant becomes aware thereof. If Tenant shall fail to cancel or discharge said Tenant Lien(s) within said thirty (30) day period, Landlord may cancel or discharge the same and agrees upon Landlord’s demand, Tenant shall promptly reimburse Landlord for all reasonable costs actually incurred in canceling or discharging such Tenant Lien(s), together with interest thereon from the date paid by Landlord to pay and promptly dischargethe date reimbursed by Tenant at the Default Rate. As used herein, at Grantor's cost and expensethe term “Tenant Lien(s)” shall mean any charge, lien, security interest or encumbrance, including all taxesliens which arise out of the use, assessments and governmental charges levied upon itoccupancy, its income and assets as and when construction, repair or rebuilding of the Premises or by reason of labor or materials furnished or claimed to have been furnished to Tenant or for the Premises, but not including any mortgage, charge, lien, security interest or encumbrance created by Landlord (such taxes, assessments and charges are due and payable (includingas, without limitation, all the Landlord Mortgage (as hereinafter defined) or any other lien securing monetary obligations of Landlord excluding items that Tenant is specifically responsible for under this Lease (e.g., liens for Impositions) (each a “Landlord Lien”)). Landlord hereby irrevocably, as well as all lawful claims for labor materials unconditionally and supplies or otherwise which could become a lien, expressly waives any and all liensliens on the property of Tenant and its sublessees, encumbrances and charges upon the Trust Propertyexpress or implied, statutory or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostcontractual.
Appears in 3 contracts
Samples: Lease Agreement, Lease Agreement, Lease Agreement
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, Tenant shall do all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate things reasonably necessary to prevent the enforcement filing of any construction, mechanics’ or collection of other liens or encumbrances against the same and Building or the sale of the Trust Property Land, or any part thereof, or upon any interest of Landlord or any mortgagee of the Land and/or the Building, by reason of work, labor, services, or materials supplied or claimed to satisfy have been supplied to Tenant, or anyone holding the sameLeased Premises, or any part thereof; through or under Tenant. If any such lien or encumbrance shall at any time be filed against the Leased Premises, or any portion thereof, Tenant shall either cause same to be discharged of record within thirty (c30) unless funds are otherwise reserveddays after the date of filing of same or, Grantor if Tenant in good faith determines that such lien should be contested, Tenant shall furnish to Beneficiary such security as Beneficiary may reasonably request Landlord shall determine to insure payment be necessary and/or required to prevent any foreclosure proceedings against the Leased Premises, or any portion thereof, during the pendency of such Impositions contest, and Tenant shall cause the title insurance company or companies insuring the respective interests in the Leased Premises of Landlord and/or Landlord’s mortgagee(s) in any portion of the Leased Premises to secure and indemnify Beneficiary against any costremove such lien as a matter affecting title to the Leased Premises. If after ten days’ written notice to Tenant, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor Tenant shall timely upon final determination thereof pay the amount of fail to discharge any such Impositionslien or encumbrance within such period or fail to furnish such security, claimthen, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure addition to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed right or remedy of trustLandlord resulting from said default of Tenant, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary Landlord may, but shall not be required obligated to, pay or cause discharge the same either by paying the amount claimed to be discharged due or bonded against) any by procuring the discharge of such Impositionslien by giving security or in such other manner as is, or may be, prescribed by law, and all costs, expenses, and other sums of money spent by Landlord in connection therewith shall constitute an Advance. All materialmen, contractors, artisans, mechanics, laborers, and any other persons now or hereafter contracting with Tenant for the furnishing of any labor, services, materials, supplies, or equipment with respect to any portion of the Leased Premises, are hereby charged with notice that they must look exclusively to Tenant to obtain payment for same. Tenant shall indemnify and defend Landlord from and against any liability, loss, damage, costs, attorneys’ fees, and any other expense incurred as a result of claims of lien by any person performing work or furnishing materials or supplies for Tenant or any person claiming under Tenant, which indemnity obligation shall survive the expiration or termination of this Lease. Tenant shall give Landlord notice of the intended commencement date at least ten (10) days prior to the commencement of any work for which a claim notwithstanding such contest, if of lien may be filed to enable Landlord to post notices of non-responsibility or any other notices which Landlord deems necessary for the proper protection of Landlord’s interest in the Leased Premises and Landlord shall have the right to enter the Leased Premises and post such notices at any reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or losttime.
Appears in 3 contracts
Samples: Lease (ProNAi Therapeutics Inc), Lease (ProNAi Therapeutics Inc), Center Lease (ProNAi Therapeutics Inc)
Liens. Grantor warrantsLessee agrees that it will make full and prompt payment of all sums necessary to pay for the cost of repairs, covenants alterations, improvements, changes or other work done by Lessee to the Premises and further agrees to pay indemnify and promptly discharge, at Grantor's cost hold harmless Lessor from and expense, against any and all taxes, assessments such costs and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lienliabilities incurred by Lessee, and against any and all liensmechanic’s, encumbrances materialmen’s or laborer’s liens arising out of or from such work or the cost thereof which may be asserted, claimed or charged against the Premises or the Building or site on which it is located. Notwithstanding anything to the contrary in this Lease, the interest of Lessor in the Premises shall not be subject to liens for improvements made by or for Lessee, whether or not the same shall be made or done in accordance with an agreement between Lessor and charges Lessee, and it is specifically understood and agreed that in no event shall Lessor or the interest of Lessor in the Premises be liable for or subjected to any mechanic’s, materialmen’s or laborer’s liens for improvements or work made by or for Lessee; and this Lease specifically prohibits the subjecting of Lessor’s interest in the Premises to any mechanic’s, materialmen’s or laborer’s liens for improvements made by Lessee or for which Lessee is responsible for payment under the terms of this Agreement. All persons dealing with Lessee are hereby placed upon notice of this provision. In the Trust Propertyevent any notice or claim of lien shall be asserted of record against the interest of Lessor in the Premises or Building or the site on which it is located on account of or growing out of any improvement or work done by or for Lessee, or any part thereof person claiming by, through or interest therein; provided that under Lessee, or for improvements or work the existence cost of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding responsibility of Lessee, Lessee agrees to have such notice of lien canceled and discharged of record as a claim against the foregoinginterest of Lessor in the Premises or the Building or the site on which it is located (either by payment or bond as permitted by law) within ten (10) days after notice to Lessee by Lessor, Grantor and in the event Lessee shall not fail to do so, Lessee shall be considered in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostthis Lease.
Appears in 3 contracts
Samples: Lease Agreement (Summit Financial Services Group Inc), Lease Agreement (Summit Financial Services Group Inc), Lease Agreement (Summit Financial Services Group Inc)
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, Tenant shall at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon times keep the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same Premises and the sale Project free from liens arising out of the Trust Property or any part thereofrelated to work or services performed, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment materials or supplies furnished or obligations incurred by or on behalf of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss Tenant or damage in connection with such contest work made, suffered or postponement done by or on behalf of payment; Tenant in or on the Premises or Project. If Tenant shall not, within ten (d10) Grantor shall timely upon final determination thereof pay days following the amount imposition of any such Impositionslien, claimcause the same to be released of record by payment or posting of a proper bond, fine or penalty so determinedLandlord shall have, together with in addition to all costsother remedies provided herein and by law, interest the right, but not the obligation, to cause the same to be released by such means as Landlord shall deem proper, including payment of the claim giving rise to such lien. All sums paid by Landlord on behalf of Tenant and penalties which may all expenses incurred by Landlord in connection therefor shall be payable in connection therewith; (e) to Landlord by Tenant on demand with interest at the failure Applicable Interest Rate as Additional Rent. Landlord shall have the right at all times to pay post and keep posted on the ImpositionsPremises any notices permitted or required by law, or mechanic's or materialman's or similar lien claim does not constitute a default under which Landlord shall deem proper, for the protection of Landlord, the Premises, the Project and any other deed of trustparty having an interest therein, mortgage or security interest covering or affecting any part from mechanics’ and materialmen’s liens, and Tenant shall give Landlord not less than ten (10) Business Days prior written notice of the Trust Property; commencement of any work in the Premises or Project which could lawfully give rise to a claim for mechanics’ or materialmen’s liens to permit Landlord to post and (f) notwithstanding record a timely notice of non-responsibility, as Landlord may elect to proceed or as the foregoinglaw may from time to time provide, Grantor for which purpose, if Landlord shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to dodetermine, Beneficiary may, but Landlord may enter the Premises. Tenant shall not be required to, pay or cause to be discharged or bonded against) remove any such Impositionsnotice posted by Landlord without Landlord’s consent, and in any event not before completion of the work which could lawfully give rise to a claim for mechanics’ or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostmaterialmen’s liens.
Appears in 3 contracts
Samples: Tenant Improvement Agreement (SVMK Inc.), Tenant Improvement Agreement (SVMK Inc.), Sublease (Zuora Inc)
Liens. Grantor warrants, covenants and agrees Tenant shall not permit there to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies be filed against the Property or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, Landlord’s interest therein or any part thereof of either, and shall forthwith remove or interest therein; have removed, any mechanics’, or materialmen’s or other lien, or claim thereof, filed by reason of work, labor, services or materials provided that for or at the existence request of Tenant (other than work, labor, services or materials provided by the Landlord) or any mechanic'ssubtenant or occupant or for any contractor or subcontractor employed by Tenant or any subtenant or occupant, laborer'sand shall exonerate, materialman'sprotect, supplier's defend and hold free and harmless Landlord against and from any and all such claims or vendor's lien or right thereto shall not constitute a violation liens. Without limitation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of if any such Impositionsclaim or lien be filed, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary Landlord may, but shall not be required obligated to, pay or cause discharge it either by paying the amount claimed to be discharged due in the claim or bonded against) lien or by procuring the discharge of such lien or claim by deposit or by bonding proceedings, and in any such Impositionsevent, or claim notwithstanding such contestLandlord shall be entitled, if Landlord so elects, to compel the prosecution of any action for the foreclosure of such lien by the claimant or lienor and to pay the amount of any judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by Lxxxxxxx and all costs and expenses, including, without limitation, reasonable opinion attorneys’ fees, in connection therewith, together with interest thereon at the Lease Interest Rate (hereinafter defined) from the respective dates of BeneficiaryLandlord’s making of the payments and incurring of the costs and expenses, the Trust Property or any part thereof or interest therein may shall constitute additional rent payable by Tenant under this Lease and shall be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostpaid by Tenant to Landlord on demand.
Appears in 3 contracts
Samples: Office Lease Agreement (Semper Paratus Acquisition Corp), Office Lease Agreement (Semper Paratus Acquisition Corp), Office Lease Agreement (Semper Paratus Acquisition Corp)
Liens. Grantor warrantsTenant shall not cause or permit to be filed against the Premises, covenants the Building or the Project or of any portion thereof or against Tenant’s leasehold interest in the Premises any mechanics’, materialmen’s or other liens, including without limitation any state, federal or local “superfund” or Hazardous Materials cleanup lien imposed as a result of the presence of Hazardous Materials in, on or about the Premises, the Building or any other portion of the Project. Landlord shall have the right at all reasonable times to post and agrees keep posted on the Premises any notices that it deems necessary for protection from such liens. Tenant shall discharge any lien filed against the Premises or against the Building for work claimed to pay and promptly dischargehave been done for, or materials claimed to have been furnished to, Tenant, by bond or otherwise, within ten (10) business days after the filing thereof, at Grantor's the cost and expense of Tenant. If any such liens are filed and Tenant fails to discharge them pursuant to the foregoing sentence, Landlord may, without waiving its rights and remedies based on such breach of Tenant and without releasing Tenant from any of its obligations hereunder, cause such lien(s) to be released by any means it shall deem proper, including payments in satisfaction of the claim giving rise to such lien or by obtaining a corporate statutory mechanic’s lien release bond in an amount equal to one hundred fifty percent (150%) of such lien claim. Tenant shall: (a) pay to Landlord, immediately upon Notice from Landlord, any cost or expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions)attorneys’ fees and costs, as well as all lawful claims for labor materials and supplies or otherwise which could become a incurred by Landlord by reason of Tenant’s failure to discharge any such lien, together with interest thereon at the maximum rate per annum permitted by Law from the date of such payment by Landlord and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently indemnify, defend and in good faith contest hold the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same Landlord Indemnified Parties harmless from and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostliens.
Appears in 3 contracts
Samples: Lease Agreement (Maravai Lifesciences Holdings, Inc.), Lease Agreement (Anaptysbio, Inc), Lease Agreement (Crinetics Pharmaceuticals, Inc.)
Liens. Grantor warrantsSubject to the express provisions hereof with respect to Tenant’s (or an Affiliate of Tenant’s, covenants as the case may be) performance of Recapture Restoration Work and/or Recapture Related Repairs which has been required and agrees authorized by Landlord in accordance with Section 1.6 or Section 10.1 (“Landlord Authorized Work”), Tenant shall have no power to pay and promptly dischargedo any act or make any contract which may create or be the foundation for any lien, at Grantor's cost and expensemortgage or other encumbrance upon the estate of Landlord or of any interest of Landlord in the Demised Premises or the Property, or upon or in the building or buildings or improvements thereon or hereafter erected or placed thereon, it being agreed that should Tenant cause any improvements, alterations or repairs to be made to the Demised Premises, or material furnished or labor performed therein, or thereon, except for Landlord Authorized Work, neither Landlord nor the Demised Premises nor any improvements shall under any circumstances be liable for the payment of any expense incurred or for the value of any work done or material furnished to the Demised Premises or any part thereof. Subject to Landlord’s payment obligations for any Landlord Authorized Work, all taxessuch improvements, assessments and governmental charges levied upon italterations, its income and assets as and when such taxesrepairs, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies labor shall be done at Tenant’s expense and Tenant shall be solely and wholly responsible to contractors, laborers and material men furnishing labor and material to said premises and building or otherwise which could become a lien, buildings and all liens, encumbrances and charges upon the Trust Property, improvements or any part thereof or and all such laborers, material men and contractors are hereby charged with notice that they must look solely and wholly to Tenant and Tenant’s interest therein; provided that in the existence Demised Premises to secure the payment of any bills for work done and materials furnished. In addition to all other rights and remedies of Landlord, in the event that a mechanic's, laborer's, materialman's, supplier's or vendor's ’s lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted filed against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest Demised Premises or Tenant’s interest therein or against the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any applicable Shopping Center or any part thereofthereof as the result of any repairs, fixturing, alterations or other work undertaken by Tenant (subject to satisfy Landlord’s payment obligations with respect to Landlord Authorized Work), Tenant shall, within twenty-one (21) days (or such shorter period as may be required pursuant to the same; (cterms of any REA) unless funds are otherwise reservedafter receiving notice of such lien, Grantor shall furnish to Beneficiary discharge such security as Beneficiary may reasonably request to insure lien either by payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss the indebtedness due or damage in connection with such contest by filing a bond (as provided by statute) or postponement by providing a surety bond for one hundred twenty five percent (120%) of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositionslien as security therefor, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of title indemnity from a nationally recognized title insurer. In the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor event that Tenant shall fail so to dobond or discharge such lien, Beneficiary or provide such security or title indemnity for such lien, provided, that Landlord has complied with its payment obligations with respect to Landlord Authorized Work, Landlord may, but shall not be required obligated to, in addition to all other rights and remedies in this Master Lease, have the right to procure such discharge by filing such bond and Tenant shall pay or cause the cost of such bond to Landlord (together with interest at the Overdue Rate) as Additional Charges upon the first day that Rent shall be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostdue thereafter.
Appears in 3 contracts
Samples: Master Lease (Sears Holdings Corp), Master Lease (Seritage Growth Properties), Master Lease (Seritage Growth Properties)
Liens. Grantor warrantsTenant shall, covenants and agrees within fifteen (15) business days of written notice of filing, discharge (either by payment or by filing of the necessary bond, insure over, or otherwise) any mechanic’s, materialman’s or other lien or encumbrance against any portion of the Premises that arises out of any payment due for, or purported to pay and promptly dischargebe due for, at Grantor's cost and expenseany labor, all taxesservices, assessments and governmental charges levied upon itmaterials, its income and assets as and when supplies or equipment alleged to have been furnished to or for Tenant. If Tenant shall fail to so discharge such taxeslien or encumbrance (either by payment or by filing of the necessary bond, assessments and charges are due and payable insure over or otherwise) then, such failure shall be an Event of Default under this Lease and, in addition to any other right or remedy of Landlord, Landlord may discharge the same (including, without limitation, all Impositionseither by payment or by filing of the necessary bond or otherwise), as well as all lawful claims for labor materials and supplies or otherwise which could become a lienany payment, costs and all liensexpenses incurred by Landlord in connection therewith, encumbrances and charges upon including reasonable attorneys’ fees, shall be repaid together with interest thereon at the Trust Property, or any part thereof or interest therein; provided that rate set forth in Section 2.3 from the existence date of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereofpayment. Notwithstanding the foregoingforegoing or anything to the contrary in this Lease, Grantor Tenant may contest any lien (and Landlord shall not be in default discharge such lien at Tenant’s expense for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long asas Tenant is diligently pursuing such contest) if (i) such lien is the subject of a bona fide dispute in which Tenant is contesting the amount or validity thereof, (aii) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and Tenant notifies Landlord in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment writing of such Impositions and dispute, (iii) Tenant has or establishes unrestricted cash reserves to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement an amount equal to 125% of payment; (dx) Grantor shall timely upon final determination thereof pay the amount of Tenant’s obligations being contested plus (y) any such Impositionsadditional interest, claim, fine charge or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar arising from such contested lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (fiv) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so such lien is fully bonded by Tenant to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion satisfaction of Beneficiary, the Trust Property or Landlord and any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostMortgagee.
Appears in 3 contracts
Samples: Lease Agreement (Ionis Pharmaceuticals Inc), Lease Agreement (Ionis Pharmaceuticals Inc), Purchase and Sale Agreement (Ionis Pharmaceuticals Inc)
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable To the extent payment by Owner has been made in accordance with Article 6 (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or including any part thereof or interest therein; provided that the existence disputed payments resolved in favor of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, Contractor): (a) Grantor Contractor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same not directly or indirectly create, incur, assume or suffer to be created by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property it or any part thereofSubcontractor, to satisfy the same; (c) unless funds are otherwise reservedemployee, Grantor shall furnish to Beneficiary such laborer, materialman or other supplier of goods or services any right of retention, mortgage, pledge, assessment, security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any costinterest, expenselease, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositionsadvance claim, levy, claim, fine lien, charge or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) encumbrance on the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of BeneficiaryWork, the Trust Property Project Hardware, the Project, the Site or any part thereof or interest therein may (each a “Contractor Lien”); (b) Contractor shall keep the Work, the Project, the Site and the Project Hardware, including all Subcontractor equipment and materials free of Contractor Liens; and (c) Contractor shall promptly bond, pay or discharge, and discharge of record, any such Contractor Lien or other charges which, if unpaid, might be or become a Contractor Lien. Contractor shall Notify Owner as soon as practicable of the assertion of any such Contractor Lien. If any Owner Indemnitee becomes aware of any such Xxxxxxxxxx Xxxx, Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. such Owner Indemnitee shall so Notify Contractor, and Contractor shall then, to the extent payment by Owner has been made in imminent danger accordance with Article 6 bond or satisfy and obtain the release of being soldsuch Contractor Lien. If Contractor does not within ten (10) Business Days after such Notice, forfeitedbond or satisfy such Contractor Lien, foreclosedthen any Owner Indemnitee shall have the right, terminatedat its option, canceled after Notification to Contractor, and subject to Applicable Law, to cause the release of, pay, or lostsettle such Contractor Lien, and Owner at its sole option may: (1) require Contractor to pay, within five (5) days after request by Owner; or (2) withhold other amounts due or to become due to Contractor (in which case Owner shall, if it is not the applicable Owner Indemnitee, pay such amounts directly to Owner Indemnitee causing the release, payment, or settlement of such liens or claims), all reasonable and direct costs and expenses incurred by Owner Indemnitee in causing the release of, paying, or settling such Contractor Lien, including reasonable administrative costs and reasonable attorneys’ fees. Contractor shall have the right to contest any such Contractor Lien.
Appears in 3 contracts
Samples: And Construction Agreement, And Construction Agreement (Powersecure International, Inc.), And Construction Agreement (Powersecure International, Inc.)
Liens. Grantor warrantsTo the extent required under the Credit Agreement, covenants and agrees the Mortgagor shall pay, from time to pay and promptly dischargetime when the same shall become due, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a liendemands of mechanics, materialmen, laborers, and all liensothers which, encumbrances and charges upon if unpaid, might result in, or permit the Trust creation of a lien on the Mortgaged Property, or any part thereof thereof, or interest therein; provided on the revenues, rents, issues, income and profits arising therefrom, and in general will do or cause to be done everything necessary so that the existence lien of any mechanic'sthis Mortgage shall be fully preserved, laborer'sat the cost of the Mortgagor, materialman's, supplier's or vendor's lien or right thereto without expense to the Mortgagee. The Mortgagor shall not constitute a violation do, or permit to be done, anything that may in anyway impair the value of the Mortgaged Property, or weaken, diminish, or impair the security of this Section if payment is not yet due under Mortgage. Should any fixture be installed to the contract which is Mortgaged Property from or after the foundation thereofdate hereof, the lien of this Mortgage shall immediately attach to said fixture and shall be prior and superior to all other liens or claims. Notwithstanding The Mortgagor will promptly perform and observe, or cause to be performed or observed, all of the foregoingterms, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property ifcovenants, and so long asconditions of all Permitted Encumbrances, (a) Grantor shall have notified Beneficiary as set forth in Exhibit B attached hereto, the noncompliance with which may affect the security of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest this Mortgage, or may impose duty or obligation upon the same by appropriate legal proceedings which shall operate to prevent the enforcement Mortgagor or collection any sublessee or occupant of the same and the sale of the Trust Mortgaged Property or any part thereof, to satisfy and the same; (c) unless funds are otherwise reserved, Grantor Mortgagor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay do or cause to be discharged done all things necessary to preserve intact and unimpaired all easements, appurtenances, and other interests and rights in favor of or bonded against) constituting any such Impositions, or claim notwithstanding such contest, if in portion of the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostMortgaged Property.
Appears in 3 contracts
Samples: Mortgage, Security Agreement (Highwater Ethanol LLC), Fixture Financing Statement (Highwater Ethanol LLC), Mortgage, (Highwater Ethanol LLC)
Liens. Grantor warrantsThe Developer shall not permit any mechanics’ or materialmen’s liens or other liens upon the Premises (provided, covenants however, that the First Mortgage shall be permitted as a lien against the Project and agrees the Developer’s interest in the Ground Lease and the Lease and Management Documents) and shall ensure that the Design Build Contract, the Architect’s agreement, construction contracts and all subcontracts and agreements with material suppliers make it expressly clear that the Developer’s interest in the Project is that of a ground lease tenant. The Owner’s title to pay the Premises is and promptly dischargealways shall be paramount to the Ground Lease, at Grantor's cost and expensenothing in this Agreement shall empower the Developer to do any act that can, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies shall or otherwise which could become may encumber the Premises with a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, If (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; a dispute arises under the Design Build Contract and a lien is filed against the Premises, (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest dispute, the Owner requests the Developer to withhold a payment due to the Design Builder (or postponement of payment; the Architect, contractor, subcontractor or material supplier) under the Design Build Contract, and (dc) Grantor shall timely upon final determination thereof pay the amount of then, in any such Impositionsevent, claimthe Developer shall, fine within twenty (20) calendar days of notice of the filing of the lien, either discharge or penalty bond over such lien to the satisfaction of the Owner and the Lender. If the Developer shall fail to so determineddischarge or bond over such lien, together with all coststhen, interest and penalties which may be payable in connection therewith; (e) the failure addition to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage right or security interest covering or affecting any part remedy of the Trust Property; Owner and (f) notwithstanding without waiving or releasing the foregoingDeveloper’s default in not timely discharging the lien, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary the Owner may, but shall not be required obligated to, pay bond over or cause discharge the same. Any reasonable amount paid by the Owner for any of the aforesaid purposes, including, without limitation, reasonable attorneys’ fees and expenses, shall be paid by the Developer to the Owner on demand. Notice is hereby given that the Owner shall not be liable to any Person for any labor or materials furnished or to be discharged furnished to the Developer on credit, and that no mechanics’ or bonded against) materialmen’s or other lien for any such Impositions, labor or claim notwithstanding such contest, if in materials shall attach to or affect the reasonable opinion of Beneficiary, the Trust Property reversionary or any part thereof other estate or interest therein may be of the Owner in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostand to the Premises.
Appears in 3 contracts
Samples: Predevelopment Services Agreement, Predevelopment Services Agreement, Predevelopment Services Agreement
Liens. Grantor warrantsLessee shall not directly or indirectly create, covenants and agrees incur, assume or suffer to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies exist any Lien on or otherwise which could become a lien, with respect to any and all liens, encumbrances and charges upon of the Trust Property, title thereto or any part thereof interest therein, to this Lease or the leasehold interest created hereby, or to Rent, title thereto or interest therein, or the rentals payable with respect to the subletting of the Property, except Permitted Liens. Lessee shall promptly, but not later than sixty (60) days after the filing thereof, at its own expense, take such action as may be necessary duly to discharge or eliminate or bond in a manner reasonably satisfactory to Lessor any such Lien (other than Permitted Liens); provided, however, Lessee may contest such Lien in good faith, upon satisfaction of the conditions contained in Section 8.6, below, and need not discharge or bond such Lien while so doing provided that (i) Guarantor (or Lessee if there is no Guarantor) has a long term senior unsecured debt rating equal to or above the existence of Trigger Rating, (ii) no action to foreclose the Lien has been brought whether in any mechanic'sjudicial proceeding or otherwise, laborer's, materialman's, supplier's or vendor's lien or right thereto shall and (iii) such Lien does not constitute a violation an Event of this Section if payment is not yet due Default by Lessor under the contract which is the foundation thereofits Debt Documents. NOTHING CONTAINED IN THIS LEASE SHALL BE CONSTRUED AS CONSTITUTING THE CONSENT OR REQUEST OF LESSOR, EXPRESS OR IMPLIED, TO OR FOR THE PERFORMANCE BY ANY CONTRACTOR, LABORER, MATERIALMAN, OR VENDOR OF ANY LABOR OR SERVICES OR FOR THE FURNISHING OF ANY MATERIALS FOR ANY CONSTRUCTION, ALTERATION, ADDITION, REPAIR OR DEMOLITION OF OR TO THE PROPERTY OR ANY PART THEREOF, WHICH WOULD RESULT IN ANY LIABILITY OF LESSOR FOR PAYMENT THEREOF. NOTICE IS HEREBY GIVEN THAT LESSOR WILL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING AN INTEREST IN THE PROPERTY OR ANY PART THEREOF THROUGH OR UNDER LESSEE, AND THAT NO MECHANICS OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PROPERTY. Notwithstanding the foregoingforegoing paragraph, Grantor shall not be Lessor agrees to reasonably cooperate with Lessee (without exposing its interest in default for failure the Property), at no cost to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereofLessor, to satisfy allow Lessee to perform alterations on the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lost.
Appears in 3 contracts
Samples: Lease Agreement (Vistra Energy Corp), Lease Agreement (Vistra Energy Corp), Lease Agreement (Txu Corp /Tx/)
Liens. Grantor warrants, covenants Tenant shall keep the Premises and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or Project free from any part thereof or interest therein; provided that the existence liens arising out of any mechanic'swork performed, laborer'smaterial furnished or obligations incurred by Tenant. In the event that Tenant shall not, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, within twenty (a) Grantor shall have notified Beneficiary of same within seven (720) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection after Tenant receives notice of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount imposition of any such Impositionslien (or within such earlier period of time as required by any Mortgagee), claimcause the same to be released of record by payment or posting of a proper bond, fine or penalty so determinedLandlord shall have, together with in addition to all costsother remedies provided herein and by law, interest the right, but not the obligation, to cause the same CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord and penalties which may all expenses incurred by it in connection therewith shall be considered Additional Charges and shall be payable in connection therewith; (e) to Landlord by Tenant on demand with interest at the failure Default Rate. Landlord shall have the right at all times to pay post and keep posted on the ImpositionsPremises any notices permitted or required by law, or mechanic's or materialman's or similar lien claim does not constitute a default under which Landlord shall deem proper, for the protection of Landlord, the Premises, the Project, and any other deed party having an interest therein, from mechanics’ and materialmen’s liens, and Tenant shall give written notice to Landlord at least fifteen (15) days’ prior to commencement of trust, mortgage or security interest covering or affecting any part of construction on the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostPremises.
Appears in 3 contracts
Samples: Lease Agreement (Cloudera, Inc.), Lease Agreement (Cloudera, Inc.), Lease Agreement (Cloudera, Inc.)
Liens. Grantor warrantsLxxxxx agrees that it will make full and prompt payment of all sums necessary to pay for the cost of repairs, covenants alterations, improvements, changes or other work done by Lxxxxx to the Premises, and further agrees to pay indemnify and promptly discharge, at Grantor's cost hold harmless Lessor from and expense, against any and all taxes, assessments such costs and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lienliabilities incurred by Lxxxxx, and against any and all liensmechanic’s, encumbrances materialman’s or laborer’s liens arising out of or from such work which may be asserted, claimed or charged against the Premises, the Building or the Project. Notwithstanding anything to the contrary in this Lease, Lessor shall not be liable for and charges the interest of Lessor in the Premises and the Project shall not be subject to, any mechanic’s, materialman’s or laborer’s liens for improvements or work made by or for Lessee, whether or not the same shall be made or done in accordance with an agreement between Lessor and Lessee. It is specifically understood and agreed that in no event shall Lessor or the interest of Lessor in the Premises be liable for or subject to any mechanic’s materialman’s or laborer’s liens for improvements or work made by or for Lessee; and this Lease specifically prohibits the subjecting of Lessor’s interest in the Premises to any mechanic’s, materialman’s or laborer’s liens for improvements made by Lxxxxx or for which Lxxxxx is responsible for payment under the terms of this Lease. All persons dealing with Lessee are hereunder placed upon notice of these provisions. In the Trust Propertyevent any notice or claim of lien shall be asserted of record against the interest of Lessor in the Premise or the Project on account of or growing out of any improvement or work done by or for Lessee or any person claiming by, through or under Lxxxxx, or any part thereof tor improvements or interest therein; provided that work the existence cost of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoingresponsibility of Lxxxxx, Grantor shall not be in default for failure Lxxxxx agrees to pay have such notice or discharge Impositions claim of lien canceled and discharged of record (either by payment and satisfaction or mechanic's by removal by transfer to bond or materialman's or similar lien asserted against the Trust Property if, and so long as, deposit as permitted by law) within thirty (a) Grantor shall have notified Beneficiary of same within seven (730) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith after notice to Lessee by Lessor. Lessee may contest any such lien after discharging the same by appropriate legal proceedings which transfer to a bond or deposit pursuant to Florida law. Lessee shall operate have the right to prevent the enforcement grant a security interest to any bank or collection of the same other lending institution in Lxxxxx’s trade fixtures and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary equipment provided that such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting attach to any part of the Trust Property; Premises. Upon execution of this Lease, Lxxxxx and (f) notwithstanding the foregoing, Grantor Lxxxxx shall immediately upon request execute a Memorandum of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if this Lease in the reasonable opinion of Beneficiaryform attached as Exhibit “E” hereto, the Trust Property or any part thereof or interest therein which may be recorded among the Public Records of the County in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostwhich the Project is located at Lessor’s sole option.
Appears in 3 contracts
Samples: Commercial Lease (Vocodia Holdings Corp), Commercial Lease (Vocodia Holdings Corp), Commercial Lease (Vocodia Holdings Corp)
Liens. Grantor warrantsTenant shall not cause or permit to be filed against the Building, covenants and agrees to pay and promptly dischargethe Parking Facility, at Grantor's cost and expensethe Project or of any portion thereof, all taxesor against Tenant’s leasehold interest in the Premises, assessments and governmental charges levied upon itany mechanics’, its income and assets as and when such taxesmaterialmen’s or other liens, assessments and charges are due and payable (including, without limitation, any state, federal or local “superfund” or Hazardous Materials cleanup lien imposed as a result of the presence of Hazardous Materials in, on or about the Premises, the Parking Facility, the Building or any other portion of the Project. Landlord shall have the right at all Impositions), as well as all lawful claims reasonable times to post and keep posted on the Premises any notices that it deems necessary for labor materials and supplies protection from such liens. Tenant shall discharge any lien filed against the Premises or otherwise which could become a lien, and all liens, encumbrances and charges upon against the Trust PropertyBuilding or Project for work claimed to have been done for, or materials claimed to have been furnished to, Tenant, by bond or otherwise, within ten (10) days after the filing thereof, at the cost and expense of Tenant. If any part thereof or interest therein; provided that such liens are filed and Tenant fails to discharge them pursuant to the existence foregoing sentence, Landlord may, without waiving its rights and remedies based on such breach of Tenant and without releasing Tenant from any mechanic'sof its obligations hereunder, laborer'scause such lien(s) to be released by any means it shall deem proper, materialman's, supplier's or vendor's including payments in satisfaction of the claim giving rise to such lien or right thereto shall not constitute by obtaining a violation statutory mechanic’s lien release bond in an amount equal to one hundred fifty percent (150%) of this Section if payment is not yet due under the contract which is the foundation thereofsuch lien claim. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, Tenant shall: (a) Grantor shall have notified Beneficiary pay to Landlord, immediately upon Notice from Landlord, any cost or expense, including, without limitation, attorneys’ fees and costs, incurred by Landlord by reason of same within seven (7) days Tenant’s failure to discharge any such lien, together with interest thereon at the maximum rate per annum permitted by law from the date of obtaining knowledge thereof; such payment by Landlord, and (b) Grantor shall diligently indemnify, defend and in good faith contest hold the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same Landlord and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions other Landlord Indemnified Parties harmless from and to secure and indemnify Beneficiary against any cost, expense, loss all Claims arising out of or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostliens.
Appears in 3 contracts
Samples: Office Building Lease (Cirius Therapeutics, Inc.), Office Building Lease (Cirius Therapeutics, Inc.), Office Building Lease (Cirius Therapeutics, Inc.)
Liens. Grantor warrantsLessee shall not do any act, covenants and agrees to pay and promptly dischargeor make any contract, which may create or be the foundation for any lien or other encumbrance upon any interest of Lessor or any ground or underlying lessor in any portion of the Premises. If, because of any act or omission (or alleged act or omission) of Lessee, any Construction Lien Claim or other lien (collectively "LIEN") charge, or order for the payment of money or other encumbrance shall be filed against Lessor and/or any ground or underlying lessor and/or any portion of the Premises (whether or not such Lien, charge, order, or encumbrance is valid or enforceable as such), Lessee shall, at Grantor's its own cost and expense, all taxes, assessments cause same to be discharged of record or bonded within fifteen (15) days after the filing thereof; and governmental charges levied upon it, its income Lessee shall indemnify and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, save harmless Lessor and all liens, encumbrances ground and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted underlying lessor(s) against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with from all costs, interest liabilities, suits, penalties, claims, and penalties which may be payable demands, including reasonable counsel fees, resulting therefrom. If Lessee fails to comply with the foregoing provisions, Lessor shall have the option of discharging or bonding any such Lien, charge, order, or encumbrance, and Lessee agrees to reimburse Lessor for all costs, expenses and other sums of money in connection therewith; therewith (eas additional rental) with interest at the failure to pay maximum rate permitted by law promptly upon demand. All materialmen, contractors, artisans, mechanics, laborers, and any other persons now or hereafter contracting with Lessee or any contractor or subcontractor of Lessee for the Impositionsfurnishing of any labor services, materials, supplies, or mechanic's or materialman's or similar lien claim does not constitute a default under equipment with respect to any other deed of trust, mortgage or security interest covering or affecting any part portion of the Trust Property; and (f) notwithstanding Premises, at any time from the foregoingdate hereof until the end of the Lease Term, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so are hereby charged with notice that they look exclusively to do, Beneficiary may, but shall not be required to, pay or cause Lessee to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostobtain payment for same.
Appears in 2 contracts
Samples: Lease Agreement (Goamerica Inc), Lease Agreement (Goamerica Inc)
Liens. Grantor warrantsLessee shall not directly or indirectly create or permit to be created or to remain, covenants and agrees to pay and promptly shall discharge, at Grantor's cost and expenseany mortgage, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all lienssecurity interest, encumbrances and charges upon encumbrance or charge on, pledge of or conditional sale or other retention agreement with respect to the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property Demised Premises or any part thereof, to satisfy Lessee’s interest therein, or any Fixed Rent or other Rent payable under this Lease, other than: liens for Impositions not yet payable, or payable without the sameaddition of any fine, penalty, interest or cost for nonpayment, or being contested as permitted in Article 11 hereof; (c) unless funds and the liens of mechanics, materialmen, suppliers or vendors, or right thereto, incurred in the ordinary course of business for sums which under the terms of the related contract are otherwise reservednot at the time due, Grantor provided that adequate provision for the payment thereof shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment have been made and provisions of such Impositions and to secure and indemnify Beneficiary against any costthe following paragraph are complied with. If, expense, loss or damage in connection with such contest any work being performed by or postponement of payment; (d) Grantor for Lessee or any subtenant or in connection with any materials being furnished to Lessee or any subtenant, any mechanic’s lien or other lien or charge shall timely upon final determination thereof pay be filed or made against the amount of Demised Premises or any part thereof, or if any such Impositionslien or charge shall be filed or made against Lessor, claimthen Lessee, fine at Lessee’s expense, within thirty days after such lien or penalty so determinedcharge shall have been filed or made, together with all costsshall cause the same to be canceled and discharged of record by payment thereof or filing a bond or otherwise. Lessee promptly and diligently shall defend any suit, interest and penalties action or proceeding which may be payable brought for the enforcement of such lien or charge; shall satisfy and discharge any judgment entered therein within thirty days from the entering of such judgment by payment thereof or filing a bond or otherwise; and on demand shall pay all damages, costs and expenses, including reasonable attorneys’ fees, suffered or incurred by Lessor in connection therewith; (e) . Nothing contained in this Lease shall constitute any consent or request by Lessor, express or implied, for the failure to pay performance of any labor or services or the Impositions, furnishing of any materials or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part property in respect of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property Demised Premises or any part thereof thereof, nor as giving Lessee any right, power or interest therein authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in any fashion that would permit the filing or making of any lien or claim against Lessor or the Demised Premises. Lessor shall have the right, from time to time, to place upon the Demised Premises in a conspicuous place such sign or other notice as Lessor may be in imminent danger deem necessary so as to give notice to others of being sold, forfeited, foreclosed, terminated, canceled or lostthe provisions of the preceding sentence.
Appears in 2 contracts
Samples: Lease (Atlantic Express Transportation Corp), Lease (Atlantic Express Transportation Corp)
Liens. Grantor warrantsTenant will not, covenants directly or indirectly, create or permit to be created or to remain, and agrees to pay and will promptly discharge, at Grantor's cost and its expense, all taxesany mechanic’s, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies supplier’s or otherwise which could become a vendor’s lien, and all liens, encumbrances and charges upon encumbrance or charge on the Trust Property, Premises or any part thereof or interest therein; provided that the hereof. The existence of any mechanic's, laborer's, materialman's’s, supplier's ’s or vendor's lien ’s lien, or any right thereto in respect thereof, shall not constitute a violation of this Section 22 if payment is not yet due under upon the contract or for the goods or services in respect of which any such lien has arisen or, if Tenant is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay protesting or discharge Impositions or mechanic's or materialman's or similar challenging such lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest and has, within thirty (30) days after Tenant receives actual notice of such lien, bonded over such lien. Nothing contained in this Lease shall be construed as constituting the same by appropriate legal proceedings which shall operate consent or request of Landlord, expressed or implied, of any contractor, subcontractor, laborer, materialman or vendor to prevent or for the enforcement performance of any labor or collection services or the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the same and the sale of the Trust Property Premises or any part thereof, and any such contractor, subcontractor, laborer, materialman or vendor shall look solely to satisfy Tenant and Tenant’s interest in the same; (c) unless funds are otherwise reserved, Grantor shall furnish Premises to Beneficiary such security as Beneficiary may reasonably request to insure secure the payment of any bills for any labor, services, or materials furnished. Notice is hereby given that Landlord will not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding the Premises or any part thereof through or under Tenant, and that no mechanic’s or other liens for any such Impositions labor, services or materials shall attach to or affect the interest of Landlord in and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of Premises. If Tenant has not removed any such Impositionslien or other encumbrance described above within thirty (30) days after written notice thereof to Tenant, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary Landlord may, but shall not be required obligated to, pay the amount of such lien or cause other encumbrance or discharge the same by deposit, and the amount so paid or deposited shall constitute additional Rent and be collectible upon demand with interest at the Default Rate. Landlord hereby consents to be discharged the granting of a lien or bonded against) security interest on the fixtures, furnishings, trade fixtures, furniture, computers, telephone systems, machinery, equipment and other of Tenant’s Personal Property installed or placed on the Premises by Tenant in connection with any credit facility that Tenant has or may have during the Term hereof, and Tenant shall give Landlord written notice of any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostlien.
Appears in 2 contracts
Samples: Lease Agreement (Big Lots Inc), Lease Agreement (Big Lots Inc)
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable To the extent payment by Owner has been made in accordance with Article 6 (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or including any part thereof or interest therein; provided that the existence disputed payments resolved in favor of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, Contractor): (a) Grantor Contractor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same not directly or indirectly create, incur, assume or suffer to be created by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property it or any part thereofSubcontractor, to satisfy the same; (c) unless funds are otherwise reservedemployee, Grantor shall furnish to Beneficiary such laborer, materialman or other supplier of goods or services any right of retention, mortgage, pledge, assessment, security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any costinterest, expenselease, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositionsadvance claim, levy, claim, fine lien, charge or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) encumbrance on the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of BeneficiaryWork, the Trust Property Project Hardware, the Project, the Site or any part thereof or interest therein may (each a “Contractor Lien”); (b) Contractor shall keep the Work, the Project, the Site and the Project Hardware, including all Subcontractor equipment and materials free of Contractor Liens; and (c) Contractor shall promptly bond, pay or discharge, and discharge of record, any such Contractor Lien or other charges which, if unpaid, might be or become a Contractor Lien. Contractor shall Notify Owner as soon as practicable of the assertion of any such Contractor Lien. If any Owner Indemnitee becomes aware of any such Contractor Lien, such Owner Indemnitee shall so Notify Contractor, and Contractor shall then, to the extent payment by Owner has been made in imminent danger accordance with Article 6 bond or satisfy and obtain the release of being soldsuch Contractor Lien. If Contractor does not within ten (10) Business Days after such Notice, forfeitedbond or satisfy such Contractor Lien, foreclosedthen any Owner Indemnitee shall have the right, terminatedat its option, canceled after Notification to Contractor, and subject to Applicable Law, to cause the release of, pay, or lostsettle such Contractor Lien, and Owner at its sole option may: (1) require Contractor Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. to pay, within five (5) days after request by Owner; or (2) withhold other amounts due or to become due to Contractor (in which case Owner shall, if it is not the applicable Owner Indemnitee, pay such amounts directly to Owner Indemnitee causing the release, payment, or settlement of such liens or claims), all reasonable and direct costs and expenses incurred by Owner Indemnitee in causing the release of, paying, or settling such Contractor Lien, including reasonable administrative costs and reasonable attorneys’ fees. Contractor shall have the right to contest any such Contractor Lien.
Appears in 2 contracts
Samples: Procurement and Construction Agreement (Powersecure International, Inc.), Procurement and Construction Agreement (Powersecure International, Inc.)
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of Tenant shall not permit any mechanic's, laborer's, materialman's, suppliermaterialmen's or vendor's lien other liens to be filed against all or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; Project, the Building or the Premises, nor against Tenant's leasehold interest in the Premises, by reason of or in connection with any repairs, alterations, improvements or other work contracted for or undertaken by Tenant or any other act or omission of Tenant or Tenant's agents, employees, contractors, licensees or invitees. Tenant shall, at Landlord's request, provide Landlord with enforceable, conditional and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay final lien releases (and if Grantor other reasonable evidence reasonably requested by Landlord to demonstrate protection from liens) from all persons furnishing labor and/or materials with respect to the Premises. Landlord shall fail have the right at all reasonable times to post on the Premises and record any notices of non-responsibility which it deems necessary for protection from such liens. If any such liens are filed, Tenant shall, at its sole cost, immediately cause such lien to be released of record or bonded so that it no longer affects title to dothe Project, Beneficiary the Building or the Premises. If Tenant fails to cause such lien to be so released or bonded within twenty (20) days after filing thereof, Landlord may, but without waiving its rights and remedies based on such breach, and without releasing Tenant from any of its obligations, cause such lien to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. Tenant shall pay to Landlord within five (5) days after receipt of invoice from Landlord, any sum paid by Landlord to remove such liens, together with interest at the Interest Rate from the date of such payment by Landlord. Notice is hereby given that Landlord shall not be required toliable for any labor, pay services or cause materials furnished or to be discharged furnished to Tenant, or bonded against) to anyone holding the Premises through or under Tenant, and that no mechanics' or other liens for any such Impositionslabor, services or claim notwithstanding such contest, if materials shall attach to or affect the interest of Landlord in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostPremises.
Appears in 2 contracts
Samples: Industrial Lease (E Digital Corp), HNC Software Inc/De
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims Except for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided work that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoingresponsibility of Landlord under this Lease and except as provided in Article 6, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, Tenant will pay or cause to be discharged paid all costs and charges for work (a) done by Tenant or bonded againstcaused to be done by Tenant, in or to the Premises, and (b) for all materials furnished for or in connection with such work. Tenant shall indemnify and defend Landlord, Nation and Property Manager for, from and against any and all mechanics’ and other liens and encumbrances filed by any person claiming through or under Tenant and against all costs, expenses, losses and liabilities (including reasonable attorneys’ fees) incurred by Landlord, Nation or Property Manager in connection with any such Impositionslien or encumbrance or any action or proceeding brought thereon. Tenant at its expense shall procure the discharge of record of all such liens and encumbrances within fifteen (15) days after filing thereof. If Tenant fails to pay any charge for which a mechanics’ lien has been filed, and has not given Landlord security as described above, or claim notwithstanding has not complied with such conteststatutory procedures as may be available to release the lien, if Landlord may, at its option, pay such charge and related costs and interest, and the amount so paid, together with reasonable attorneys’ fees incurred in connection with such lien, will be immediately due from Tenant to Landlord as Additional Rent in accordance with paragraph 4.04. Nothing contained in this Lease will be deemed the consent or agreement of Landlord to subject Landlord’s interest in the reasonable opinion of BeneficiaryRiverwalk Crossing to liability under any mechanics’ or other lien law. If Tenant receives oral or written notice that a lien has been or is about to be filed against the Premise, the Trust Property Building or the Riverwalk Crossing or any part thereof action affecting title to the Riverwalk Crossing has been commenced on account of work done by or interest therein may be in imminent danger for or materials furnished to or for Tenant, it will immediately disclose to Landlord such oral notice of being sold, forfeited, foreclosed, terminated, canceled impending lien or lostaction affecting title and immediately upon receipt give Landlord a copy of any written notice thereof. Tenant’s obligations under this Article 9 shall survive the expiration or earlier termination of this Lease.
Appears in 2 contracts
Samples: Lease Agreement (GolfSuites 1, Inc.), Lease Agreement (GolfSuites 3, Inc.)
Liens. Grantor warrantsTenant shall pay when due all claims for labor, covenants materials and agrees to pay services furnished by or at the request of Tenant. Tenant shall keep the Premises, the Building and promptly dischargethe Property free from all liens, at Grantor's cost security interests (with the exception of security instruments on equipment leased by Tenant) and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable encumbrances (including, without limitation, all Impositions), mechanic’s liens and stop notices) created as well as all lawful claims for labor materials and supplies a result of or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage arising in connection with any Alterations or any other labor, services or materials provided for or at the request of Tenant or any other act or omission of Tenant or persons claiming through or under Tenant (such contest or postponement of paymentliens, security interests and encumbrances singularly and collectively are herein called “Liens”). Tenant shall not use materials in connection with the Alterations that are subject to any Liens. Tenant shall indemnify, protect, defend and hold Landlord harmless from and against: (i) all Liens; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (eii) the failure to pay the Impositions, removal of all Liens and any actions or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Propertyproceedings related thereto; and (fiii) notwithstanding all actions, claims, damages, liabilities, costs and expenses (including attorneys’ fees) in connection with the foregoing. If Tenant fails to keep the Premises, Grantor shall immediately upon request of Beneficiary pay the Building and the Property free from Liens then, in addition to all other rights and remedies available to Landlord, Landlord may take any action necessary to discharge such Liens, including payment to the claimant on whose behalf the Lien was filed. Any sums expended by Landlord (including, without limitation, administrative costs and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded againstattorneys’ fees) in connection with any such Impositions, or claim notwithstanding such contest, if action shall be payable by Tenant on demand with interest thereon from the date of expenditure by Landlord at the Interest Rate. Neither Landlord’s curative action nor the reimbursement of Landlord by Tenant shall cure Tenant’s default in failing to keep the reasonable opinion of BeneficiaryPremises, the Trust Building and the Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostfree from Liens.
Appears in 2 contracts
Samples: Office Lease (Equillium, Inc.), Office Lease (Equillium, Inc.)
Liens. Grantor warrantsLessee will remove and discharge any charge, covenants and agrees to pay and promptly dischargelien, at Grantor's cost and expensesecurity interest or encumbrance upon the Premises or upon any Basic Rent, all taxesadditional rent or other sums payable hereunder which arises for any reason, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions)liens which arise out of the possession, as well as all lawful claims use, occupancy, construction, repair or rebuilding of the Premises or by reason of labor or materials furnished or claimed to have been furnished to Lessee or for labor materials the Premises, but not including (i) the Permitted Exceptions, (ii) this Lease and supplies any assignment hereof or otherwise which could become a any sublease permitted hereunder and (iii) any mortgage, charge, lien, and security interest or encumbrance created or caused by or through Lessor or its agents, employees or representatives without the consent of Lessee. Lessee may provide a bond or other security reasonably acceptable to Lessor (but in no event greater in amount than the amount of such encumbrance) to remove or pay all liens, encumbrances and charges upon costs associated with the Trust Property, or any part thereof or interest therein; provided that the existence removal of any mechanic'ssuch lien, provided the conditions of Section 5.05 shall be satisfied. Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, express or implied, to or for the performance (on behalf of or for the benefit of Lessor) by any contractor, laborer's, materialman's, supplier's materialman or vendor's lien , of any labor or right thereto shall not constitute a violation services or for the furnishing of this Section if payment is not yet due under any materials for any construction, alteration, addition, repair or demolition of or to the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property Premises or any part thereof. NOTICE IS HEREBY GIVEN THAT LESSOR WILL NOT BE LIABLE FOR ANY LABOR, to satisfy the same; (c) unless funds are otherwise reservedSERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any costOR TO ANYONE HOLDING AN INTEREST IN THE PREMISES OR ANY PART THEREOF THROUGH OR UNDER LESSEE, expenseAND THAT NO MECHANIC’S OR OTHER LIENS FOR ANY SUCH LABOR, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such ImpositionsSERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES UNLESS BY OR THROUGH LESSOR OR ITS AGENTS, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostEMPLOYEES OR REPRESENTATIVES.
Appears in 2 contracts
Samples: Lease Agreement (M/a-Com Technology Solutions Holdings, Inc.), Lease Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Liens. Grantor warrantsTenant shall keep the Premises free from any liens ----- arising from any work performed, covenants materials furnished, or obligations incurred by or at the request of Tenant or any sublessee, licensee, or concessionaire of Tenant or arising from any breach by Tenant of its obligations under this Lease, and agrees any liens with respect to any taxes Tenant is obligated to pay under this Lease or Legal Requirements. If any lien is filed against any Hotel or Tenant's leasehold interest therein, or if any lien is filed against any Hotel which arises out of any purported act or agreement of Tenant, or any sublessee, licensee, or concessionaire of Tenant, Tenant shall discharge the same within thirty (30) days after Tenant receives Notice of its filing by payment, filing of the bond required by law, or endorsement over by a title company reasonably satisfactory to Landlord (it being understood that any title company with a national presence and promptly dischargea sound financial condition and reputation shall be acceptable to Landlord). If Tenant fails to discharge such lien within such period, then, in addition to any other right or remedy of Landlord, Landlord may, at Grantor's cost and expenseits election, all taxesdischarge the lien by paying the amount claimed to be due, assessments and governmental charges levied upon itby obtaining the discharge by deposit with a court or a title company, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions)or by bonding. Tenant shall pay on demand, as well as all lawful claims Additional Rent, any amount paid by Landlord for labor materials and supplies the discharge or otherwise which could become a satisfaction of any such lien, together with interest thereon from the date of such expenditure until paid at the Lease Interest Rate, and all liensreasonable attorneys' fees and other costs and expenses of Landlord incurred in defending any such action or in obtaining the discharge of such lien, encumbrances and charges upon together with all necessary disbursements in connection therewith. Nothing contained in this Lease shall be construed as constituting the Trust Propertyconsent or request of Landlord, express or implied, to or for the performance by any contractor, laborer, materialman, or any part thereof or interest therein; provided that the existence vendor of any mechanic'slabor or services or for the furnishing of any materials for any construction, laborer'salteration, materialman'saddition, supplier's repair or vendor's lien demolition of or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection any of the same and the sale of the Trust Property Hotels or any part thereof, or as making Tenant the agent of Landlord with respect to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositionsmatter, claimand no such agency relationship shall exist unless Tenant and Landlord so agree in writing. Notice is hereby given that Landlord will not be liable for any labor, fine services or penalty so determined, together with all costs, interest and penalties which may materials furnished or to be payable in connection therewith; (e) the failure furnished to pay the ImpositionsTenant, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security to anyone holding an interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property Premises or any part thereof through or under Tenant, and that no mechanic's, materialmen's or other liens for any such labor, services or materials shall attach to or affect the interest therein may of Landlord in and to the Premises; and appropriate notice to this effect will be included in imminent danger the Lease Memorandum and all construction contracts entered into by Tenant, and Tenant shall take all steps reasonably necessary under the laws of being soldthe jurisdiction(s) in which the relevant portion of the Premises is located to protect Landlord against such liability (including, forfeitedif required, foreclosed, terminated, canceled or lostthe posting of notices of nonresponsibility on Landlord's behalf).
Appears in 2 contracts
Samples: Contribution Agreement (Red Lion Hotels Inc), Lease (Red Lion Hotels Inc)
Liens. Grantor warrantsBorrower shall not (nor shall it allow Mortgage Borrower to) create, covenants and agrees incur, assume or permit to pay and promptly dischargeexist any Lien on any direct or indirect interest in Borrower or any portion of any Collateral, except for the Permitted Encumbrances. After prior notice to Agent, Borrower, at Grantor's cost and its own expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lienmay, and may cause Mortgage Borrower to, contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Liens, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all liensapplicable statutes, encumbrances laws and charges upon ordinances; (iii) neither the Trust Property, or applicable Property nor Collateral nor any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not therein will be in default for failure to pay imminent danger of being sold, forfeited, terminated, canceled or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereoflost; (biv) Grantor Borrower or Mortgage Borrower shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely promptly upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determinedLiens, together with all costs, interest and penalties which may be payable in connection therewith; (ev) to insure the payment of such Liens, Borrower shall deliver to Agent either (A) cash, or other security as may be reasonably acceptable to Agent, in an amount not to exceed one hundred ten percent (110%) of the contested amount or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable to Agent in its reasonable discretion (provided that if Mortgage Lender is requiring such cash or security pursuant to Section 4.3(v) of the Mortgage Loan Agreement, Agent shall not have the right to require any further cash or security so long as the provisions of Section 4.3 of the Mortgage Loan Agreement are complied with), (vi) failure to pay such Liens will not subject Agent to any civil or criminal liability, (vii) such contest shall not affect the Impositionsownership, use or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part occupancy of the Trust Property; applicable Property or Collateral, and (fviii) notwithstanding the foregoingBorrower shall, Grantor shall immediately upon request by Agent, give Agent prompt notice of Beneficiary the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.3. Agent may pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) over any such Impositionscash or other security held by Agent to the claimant entitled thereto at any time when, or claim notwithstanding such contest, if in the reasonable opinion judgment of BeneficiaryAgent, the Trust entitlement of such claimant is established or the applicable Property (or any part thereof or interest therein may therein) shall be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled cancelled or lostlost or there shall be any imminent danger of the Lien of the Mortgage secured by such Property and/or the Lien of the Collateral relating to such Property being primed by any related Lien.
Appears in 2 contracts
Samples: First Mezzanine Loan Agreement (Clipper Realty Inc.), First Mezzanine Loan Agreement (Clipper Realty Inc.)
Liens. Grantor warrantsTenant will pay all costs of construction done by it or caused to be done by it on the Premises as permitted by this Lease. Tenant will keep the Project free and clear of all construction, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, laborer's and supplier's liens, resulting from construction done by or vendor's lien or right thereto shall not constitute a violation for Tenant. The interest of this Section if payment is not yet due under Landlord in the contract which is Premises and the foundation thereof. Notwithstanding the foregoing, Grantor Project shall not be subject to liens for improvements made by Tenant. Any lien filed by any contractor, materialman, laborer or supplier performing work for Tenant shall attach only to Tenant's interest in default for failure the Premises. Tenant agrees to pay or discharge Impositions or indemnify, defend (by counsel reasonably acceptable to Landlord) and hold harmless Landlord from and against any and all costs and liabilities and any and all mechanic's or 's, materialman's or similar laborer's liens arising out of or pertaining to any improvements or construction done by Tenant. All persons and entities contracting or otherwise dealing with Tenant relative to the Premises or the Project are hereby placed on notice of the provisions of this paragraph, and Tenant shall further notify in writing such persons or entities of the provisions of this paragraph prior to commencement of any Tenant work in the Premises. If any construction, mechanic's, materialman's or laborer's lien is ever claimed, fixed or asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement Premises or collection any other portion of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage Project in connection with any such contest Tenant work, Tenant shall, within thirty (30) days after receipt by Tenant of notice of such lien, discharge same as a lien either by payment or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount by posting of any bond as permitted by law. If Tenant shall fail to discharge any such Impositionslien, claimwhether valid or not, fine or penalty so determinedwithin ten (10) days after receipt of notice from Landlord, together Landlord shall have the right, but not the obligation, to discharge such lien on behalf of Tenant and all costs and expenses incurred by Landlord associated with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part discharge of the Trust Property; lien, including without limitation, attorneys' fees, shall constitute additional rent hereunder and (f) notwithstanding the foregoingshall be immediately due and payable by Tenant. Landlord, Grantor shall immediately upon request at its option may record a Notice of Beneficiary pay (and if Grantor shall fail so Lease pursuant to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostF.S 718.01.
Appears in 2 contracts
Samples: Office Lease (Starmedia Network Inc), Office Lease (Starmedia Network Inc)
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, Tenant shall at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon times keep the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same Premises and the sale Project free from liens arising out of the Trust Property or any part thereofrelated to work or services performed, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment materials or supplies furnished or obligations incurred by or on behalf of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss Tenant or damage in connection with such contest work made, suffered or postponement done by or on behalf of payment; Tenant in or on the Premises or Project. If Tenant shall not, within twenty (d20) Grantor shall timely upon final determination thereof pay days following the amount imposition of any such Impositionslien, claimcause the same to be released of record by payment or posting of a proper bond, fine or penalty so determinedLandlord shall have, together with in addition to all costsother remedies provided herein and by law, interest the right, but not the obligation, to cause the same to be released by such means as Landlord shall reasonably deem proper, including payment of the claim giving rise to such lien. All sums paid by Landlord on behalf of Tenant and penalties which may all expenses incurred by Landlord in connection therefor shall be payable in connection therewith; (e) to Landlord by Tenant on demand with interest at the failure Applicable Interest Rate as Additional Rent. Landlord shall have the right at all times to pay post and keep posted on the ImpositionsPremises any notices permitted or required by law, or mechanic's or materialman's or similar lien claim does not constitute a default under which Landlord shall deem proper, for the protection of Landlord, the Premises, the Project and any other deed of trustparty having an interest therein, mortgage or security interest covering or affecting any part from mechanics’ and materialmen’s liens, and Tenant shall give Landlord not less than ten (10) Business Days prior written notice of the Trust Property; commencement of any work in the Premises or Project which could lawfully give rise to a claim for mechanics’ or materialmen’s liens to permit Landlord to post and (f) notwithstanding record a timely notice of non-responsibility, as Landlord may elect to proceed or as the foregoinglaw may from time to time provide, Grantor for which purpose, if Landlord shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to dodetermine, Beneficiary may, but Landlord may enter the Premises. Tenant shall not be required to, pay or cause to be discharged or bonded against) remove any such Impositionsnotice posted by Landlord without Landlord’s consent, and in any event not before completion of the work which could lawfully give rise to a claim for mechanics’ or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostmaterialmen’s liens.
Appears in 2 contracts
Samples: Freshworks Inc., Freshworks Inc.
Liens. Grantor warrantsLessee agrees that it will make full and prompt payment of all sums necessary to pay for the cost of repairs, covenants alterations, improvements, changes or other work done by Lessee to the Premises and further agrees to pay indemnify and promptly discharge, at Grantor's cost hold harmless Lessor from and expense, against any and all taxes, assessments such costs and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lienliabilities incurred by Lessee, and against any and all liensmechanic's, encumbrances materialmen's or laborer's liens arising out of or from such work or the cost thereof which may be asserted, claimed or charged against the Premises or the Building or site on which it is located. Notwithstanding anything to the contrary in this Lease, the interest of Lessor in the Premises shall not be subject to liens for improvements made by or for Lessee, whether or not the same shall be made or done in accordance with an agreement between Lessor and charges upon Lessee, and it is specifically understood and agreed that in no event shall Lessor or the Trust Property, interest of Lessor in the Premises be liable for or any part thereof or interest therein; provided that the existence of subjected to any mechanic's, materialmen's or laborer's liens for improvements or work made by or for Lessee; and this Lease specifically prohibits the subjecting of Lessor's interest in the Premises to any mechanic's, materialman's, suppliermaterialmen's or vendorlaborer's lien liens for improvements made by Lessee or right thereto shall not constitute a violation for which Lessee is responsible for payment under the terms of this Section if payment Agreement. All persons dealing with Lessee are hereby placed upon notice of this provision. In the event any notice or claim of lien shall be asserted of record against the interest of Lessor in the Premises or Building or the site on which it is not yet due located on account of or growing out of any improvement or work done by or for Lessee, or any person claiming by, through or under Lessee, or for improvements or work the contract cost of which is the foundation thereof. Notwithstanding responsibility of Lessee, Lessee agrees to have such notice of lien cancelled and discharged of record as a claim against the foregoinginterest of Lessor in the Premises or the Building or the site on which it is located (either by payment or bond as permitted by Law) within ten (10) days after notice to Lessee by Lessor, Grantor and in the event Lessee shall not fail to do so, Lessee shall be considered in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostthis Lease.
Appears in 2 contracts
Samples: Atrium Financial Center Lease Agreement (Interactive Technologies Com LTD), Atrium Financial Center Lease Agreement (Interactive Technologies Com LTD)
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor Tenant agrees that it will pay or cause to be paid all costs for work done by it or caused to be done by it on the Premises of a character which will or may result in liens on Landlord's reversionary estate therein, and Tenant shall have notified Beneficiary keep the Premises free and clear of all mechanics' liens and other liens on account of work done for Tenant or persons claiming under it. If any such lien shall at any time be filed against the Premises, Tenant shall either cause the same to be discharged within seven thirty (730) days of obtaining knowledge after the recording thereof; (b) Grantor shall diligently , or, if Tenant, in Tenant's discretion and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereoffaith, to satisfy the same; (c) unless funds are otherwise reserveddetermines that such lien should be contested, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request be necessary or required to insure payment prevent any foreclosure proceedings against the Premises during the pendency of such Impositions and contest. If Tenant shall fail to secure and indemnify Beneficiary against any costfurnish such security, expensethen, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure addition to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed right or remedy of trustLandlord resulting from Tenant's said default, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary Landlord may, but shall not be required obligated to, pay or cause discharge the same either by paying the amount claimed to be discharged or bonded against) any due, procuring the discharge of such Impositionslien by giving security, or claim notwithstanding in such contestother manner as is, if or may be, prescribed by law. Tenant shall repay to Landlord, as Rent, on demand, all sums disbursed or deposited by Landlord pursuant to the provisions of this Section 5.7, including all costs, expenses and attorneys' fees incurred by Landlord in connection therewith. Nothing contained herein shall imply any consent or agreement on the reasonable opinion part of Beneficiary, the Trust Property Landlord to subject Landlord's estate to liability under any mechanics' lien or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostother lien law.
Appears in 2 contracts
Samples: Store Lease Agreement (Gottschalks Inc), Store Lease Agreement (Gottschalks Inc)
Liens. Grantor warrantsTenant agrees that it will make full and prompt payment of all sums necessary to pay for the costs of all repairs and permitted alterations, covenants renovations, improvements, changes and other work done by Tenant in or to the Premises and further agrees to pay indemnify and promptly discharge, at Grantor's cost save harmless Landlord and expense, all taxes, assessments each Mortgagee from and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, against any and all lienscosts and liabilities incurred by Landlord and each Mortgagee and against any and all construction, encumbrances materialman’s, laborer’s and charges upon the Trust Propertyother statutory or common law liens arising out of or from such work, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part cost thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositionsasserted, claimed or mechanic's charged against all or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding Premises or any portion thereof. Notwithstanding anything to the foregoingcontrary set forth in this Lease, Grantor shall immediately upon request the interest of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but Landlord in all or any part of the Premises shall not be required tosubject to any liens of any kind for improvements or work made or done by or at the instance of Tenant, pay whether or cause not the same shall be made or done with the permission or by agreement between Tenant and Landlord, and this Lease expressly prohibits any construction, materialman’s, laborer’s or other statutory or common law liens for improvements or work made or done by or at the instance of Tenant, or concerning which Tenant is responsible for payment under the terms hereof or otherwise. Tenant hereby agrees to put all persons dealing with or contracting with Tenant or any contractor of Tenant on notice and all persons dealing with or contracting with Tenant or any contractor of Tenant are hereby put on notice of these provisions. In the event any notice, claim or lien shall be asserted or recorded against the interest of Landlord in the Premises, or any portion thereof, on the account of or extending from any improvement or work made or done by or at the instance of Tenant, or any person claiming by, through or under Tenant, or from any improvement or work the cost of which is the responsibility of Tenant, then Tenant agrees to have such notice, claim or lien canceled, discharged, released or transferred to other security in accordance with applicable Florida Statutes within ten (10) days after notice from Landlord to Tenant, and failure to do so shall be an Event of Default. Tenant agrees to join Landlord in the execution of a short form lease to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if recorded in the reasonable opinion Public Records of BeneficiaryCounty in which the Premises is located for the purpose of giving constructive notice of the provisions of this paragraph. Such short form lease shall authorize and permit Landlord to record a termination thereof, without the Trust Property joinder thereof by Tenant, for the sole and limited purpose of terminating the short form lease, of record, but such termination shall not terminate this Lease or any part thereof affect or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostmodify the provisions hereof.
Appears in 2 contracts
Samples: LLC Lease Agreement (Iradimed Corp), LLC Lease Agreement (Iradimed Corp)
Liens. Grantor warrantsTenant shall not mortgage or otherwise encumber or allow to be encumbered its interest herein without obtaining the prior written consent of Landlord. Tenant shall not allow any liens to be filed against the Premises or the Property, covenants and agrees Tenant shall keep the Premises and the Property free and clear of any mechanic’s and materialman’s liens arising in connection with any repair or alteration to pay and promptly dischargethe Premises performed by Tenant or its contractors. Should Tenant cause any mortgage, at Grantor's cost and expenselien or other encumbrance (hereinafter singularly or collectively referred to as “Encumbrance”) to be filed, all taxesagainst the Premises or the Property, assessments and governmental charges levied upon itTenant shall dismiss or bond against same within fifteen (15) days after the filing thereof. If Tenant fails to remove said Encumbrance within said fifteen (15) days, its income and assets as and when such taxes, assessments and charges are due and payable (Landlord shall have the absolute right to remove said Encumbrance by whatever measures Landlord shall deem convenient including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions Encumbrance, in which event Tenant shall reimburse Landlord, as Additional Rent, all costs expended by Landlord, including reasonable attorneys fees, in removing said Encumbrance. Tenant shall indemnify, defend and to secure hold harmless Landlord and indemnify Beneficiary its agents, employees and contractors from and against any costdamages, expense, loss losses or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount costs arising out of any such Impositions, claim, fine claim and from any liens or penalty so determined, together with all costs, interest and penalties which may be payable encumbrances arising from any work performed by Tenant or on behalf of Tenant in connection therewith; (e) the failure to pay Premises or the Impositions, Property. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed earlier termination of trust, mortgage or security interest covering or affecting any part this Lease. All of the Trust Property; and (f) notwithstanding the foregoing, Grantor aforesaid rights of Landlord shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger addition to any remedies which either Landlord or Tenant may have available to them at law or in equity. Notwithstanding anything in this Lease to the contrary, Tenant is not authorized to act for or on behalf of being soldLandlord as Landlord’s agent or otherwise, forfeitedfor any purposes of constructing improvements, foreclosed, terminated, canceled additions or lostalterations to the Premises.
Appears in 2 contracts
Samples: Agreement of Lease (R&r Acquisition Vi, Inc), Agreement of Lease (HealthWarehouse.com, Inc.)
Liens. Grantor warrantsMaster Lessee shall have no authority, express or implied, to create or place a leasehold mortgage or any other lien or encumbrance of any kind or nature whatsoever upon, or in any manner to bind, the interest of Master Lessor in the Premises or to charge the rentals payable hereunder for any claim in favor of any person dealing with Master Lessee, including those who may furnish materials or perform labor for any construction or repairs, and each such claim shall affect and each such lien shall attach to, if at all, only the leasehold interest granted to Master Lessee by this Lease. Master Lessee covenants and agrees that it will pay or cause to pay and promptly discharge, at Grantor's cost and expense, be paid all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are sums legally due and payable (includingby it on account of any labor performed or materials furnished in connection with any work performed on the Premises on which any lien is or can be validly and legally asserted against its leasehold interest in the Premises or the improvements thereon and that it will save and hold Master Lessor harmless from any and all loss, without limitationcost or expense based on or arising out of asserted claims or liens against the leasehold estate or against the right, all Impositions), as well as all lawful claims for labor materials title and supplies interest of Master Lessor in the Premises or otherwise under the terms of this Lease. Master Lessee will not permit any mechanic’s lien or liens or any other liens which could become a lienmay be imposed by law affecting Master Lessor’s or its mortgagee’s interest in the Premises to be placed upon the Premises, and all liensin case of the filing of any such lien Master Lessee will promptly pay or bond over same. If any such lien shall remain in force and effect for 20 days after written notice thereof, encumbrances Master Lessor shall have the right and charges upon privilege at Master Lessor’s option of paying and discharging the Trust Property, same or any part portion thereof or interest therein; provided that without inquiry as to the existence validity thereof, and any amounts so paid, including expenses and interest, shall be so much additional indebtedness hereunder due from Master Lessee to Master Lessor and shall be repaid to Master Lessor immediately on rendition of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation xxxx thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor Master Lessee shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and the right to contest any such lien in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security with all due diligence so long as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositionscontest, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable action taken in connection therewith; (e) , protects the failure to pay interest of Master Lessor and Master Lessor’s mortgagee in the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; Premises and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (Master Lessor and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositionsmortgagee are, by the expiration of said 20 day period, furnished such protection and indemnification against any loss, cost or claim notwithstanding expense related to any such contestlien and the contest thereof as are reasonably satisfactory to Master Lessor and any such mortgagee. Except as otherwise provided herein, if in the reasonable opinion of BeneficiaryMaster Lessor hereby waives any contractual, the Trust Property statutory or any part thereof or interest therein may be in imminent danger of being soldother Master Lessor’s lien on Master Lessee’s furniture, forfeitedfixtures, foreclosedsupplies, terminatedequipment, canceled or lostinventory and Master Lessee’s other property.
Appears in 2 contracts
Samples: Master Lease Agreement (TNP Strategic Retail Trust, Inc.), Master Lease Agreement (TNP Strategic Retail Trust, Inc.)
Liens. Grantor warrantsTenant shall keep the Premises and the Property free from all liens arising out of any work performed, covenants and agrees to pay and promptly dischargematerials furnished or obligations incurred by or for Tenant AND TENANT SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD FROM AND AGAINST, at Grantor's cost and expenseAND REIMBURSE LANDLORD FOR AND WITH RESPECT TO, all taxesANY AND ALL CLAIMS, assessments and governmental charges levied upon itCAUSES OF ACTION, its income and assets as and when such taxesDAMAGES, assessments and charges are due and payable EXPENSES (including, without limitation, all ImpositionsINCLUDING REASONABLE ATTORNEYS' FEES), as well as all lawful claims for labor materials and supplies or otherwise which could become a ARISING FROM OR IN CONNECTION WITH ANY SUCH LIENS. In the event that Tenant shall not, within ten (10) days following notification to Tenant of the imposition of any such lien, cause the same to be released of record by payment or the posting of a bond in amount, form and substance acceptable to Landlord, Landlord shall have, in addition to all liensother remedies provided herein and by law, encumbrances the right but not the obligation, to cause the same to be released by such means as it shall deem proper, including payment of or defense against the claim giving rise to such lien. All amounts paid or incurred by Landlord in connection therewith shall be paid by Tenant to Landlord on demand and charges upon shall bear interest from the Trust Propertydate of demand until paid at the rate set forth in Section 15.10 below. Nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any part thereof contractor, subcontractor, laborer or interest therein; provided that materialman for the existence performance of any mechanic'slabor or the furnishing of any materials for any specific improvement, laborer's, materialman's, supplier's alteration or vendor's lien repair of or right thereto shall not constitute a violation of this Section if payment is not yet due under to the contract which is Building or the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property Premises or any part thereof, nor as giving Tenant any right, power or authority to satisfy contract for or permit the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount rendering of any such Impositions, claim, fine services or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure furnishing of any materials that would give rise to pay the Impositions, or filing of any mechanic's or materialman's or similar lien claim does not constitute a default under any other deed liens against the interest of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if Landlord in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostthe Premises.
Appears in 2 contracts
Samples: Office Lease Agreement (Vignette Corp), Office Lease Agreement (Vignette Corp)
Liens. Grantor warrantsThe Tenant shall have no power to do any act or make any contract which may create or be the foundation for any lien, covenants and agrees mortgage or other encumbrance upon the estate of the Landlord or of any interest of the Landlord in the demised premises, or upon or in the building or buildings or improvements thereon or hereafter erected or placed hereon, it being agreed that should the Tenant cause any improvements, alterations or repairs to pay and promptly dischargebe made to the demised premises, at Grantor's cost and expenseor material furnished or labor performed therein, or thereon, neither the Landlord nor the demised premises nor any improvements shall under any circumstances be liable for the payment of any expenses incurred or for the value of any work done or material furnished to the demised premises or any part thereof; but all taxessuch improvements, assessments and governmental charges levied upon italterations, its income and assets as and when such taxesrepairs, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies labor shall be done at the Tenant's expense and the Tenant shall be solely and wholly responsible to contractors, laborers and materialmen, furnishing labor and material to said premises and building or otherwise which could become a lien, buildings and all liens, encumbrances and charges upon the Trust Property, improvements or any part thereof or and all such laborers, materialmen and contractors are hereby charged with notice that they must look solely and wholly to the Tenant and the Tenant's interest therein; provided that in the existence premises, to secure the payment of any bills for work done and materials furnished. In the event a mechanic's, laborer's, materialman's, supplier's or vendor's lien shall be filed against the demised premises or right thereto shall not constitute Tenant's interest therein as the result of the work undertaken by Tenant to ready the demised premises for the opening of Tenant's business or as a violation result of this Section if any repairs or alterations made by Tenant, Tenant shall, within ten (10) days after receiving notice of such lien, discharge such lien either by payment is not yet of the indebtedness due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's lien claimant or materialman's or similar lien asserted against by filing a bond (as provided by statute) as security therefor. In the Trust Property ifevent Tenant shall fail to discharge such lien, Landlord shall, among its remedies, have the right to procure such discharge by filing such bond and so long as, (a) Grantor Tenant shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest pay the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment cost of such Impositions and bond to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor Landlord as additional rent upon the first day that rent shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostdue thereafter.
Appears in 2 contracts
Samples: Lease Agreement (Advanced Photonix Inc), Lease Agreement (Integral Vision Inc)
Liens. Grantor warrantsTenant shall keep the Premises and the Project free from any mechanics’ liens, covenants vendors liens or any other liens arising out of any work performed, materials furnished or obligations incurred by Tenant, and Tenant agrees to defend, indemnify and hold Landlord harmless from and against any such lien or claim or action thereon, together with costs of suit and reasonable attorneys’ fees and costs incurred by Landlord in connection with any such claim or action. Before commencing any work of alteration, addition or improvement to the Premises, Tenant shall give Landlord at least ten (10) business days’ written notice of the proposed commencement of such work (to afford Landlord an opportunity to post appropriate notices of non-responsibility). In the event that there shall be recorded against the Premises or the Project or the property of which the Premises is a part any claim or lien arising out of any such work performed, materials furnished or obligations incurred by Tenant and such claim or lien shall not be removed or discharged within ten (10) days of filing, Landlord shall have the right but not the obligation to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when discharge said lien without regard to whether such taxes, assessments and charges are due and payable lien shall be lawful or correct (including, without limitation, all Impositionsin which event Tenant shall reimburse Landlord for any such payment made by Landlord within three (3) business days following written demand therefor), as well as all or to require that Tenant promptly deposit with Landlord in cash, lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection money of the same and the sale United States, one hundred fifty percent (150%) of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine which sum may be retained by Landlord until such claim shall have been removed of record or penalty so determineduntil judgment shall have been rendered on such claim and such judgment shall have become final, together with all at which time Landlord shall have the right to apply such deposit in discharge of the judgment on said claim and any costs, interest including attorneys’ fees and penalties which may be payable in connection therewith; (e) costs incurred by Landlord, and shall remit the failure balance thereof to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostTenant.
Appears in 2 contracts
Samples: Transfer and Substitution of Indemnitor (Hudson Pacific Properties, Inc.), Standard Office Lease (Prospect Acquisition Corp)
Liens. Grantor warrantsContractor shall keep the Facility Site, covenants the Facility and agrees the Work free from all liens, charges, claims and judgments, security interests or encumbrances (“Liens”) arising out of the performance of the Work under this Agreement or pursuant to pay any Subcontract and shall defend, indemnify and hold harmless Client from and against all costs, charges and expenses, including reasonable attorneys’ fees directly related thereto, that Client may incur resulting from or arising out of such Liens, unless a payment default has occurred and is continuing under this Agreement and then the Contractor may create a Lien only to the extent of Work to which the payment default relates. Contractor’s indemnification obligations with respect to Liens covered by this Section 13.3 are subject to the following conditions that: (a) Client gives Contractor prompt written notice of any such Lien of which it has knowledge, (b) Client cooperates in the defense of any such Lien, and (c) Contractor has sole control of Contractor’s defense and settlement, to the extent of Contractor’s liability, for any such Lien; provided, that Contractor shall promptly confirm in writing its obligation to indemnify Client with respect to all costs and expenses with respect to such Lien or claim. Contractor shall take prompt steps to discharge any such Lien filed against the Facility Site, the Facility and the Work or upon any Contractor furnished equipment or structures encompassed therein, or upon the premises upon which they are located by any Subcontractor based on a claim for payment in connection with the Work. If Contractor fails to promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies bond or otherwise which could become a lienassure the payment of any such Lien, Client shall promptly notify Contractor in writing and all liensten (10) business days after such notice, encumbrances and charges upon shall be entitled to take any reasonable action to satisfy, defend, settle or otherwise remove such Lien at Contractor’s expense. Client shall have the Trust Propertyright to deduct any such expenses from any payment due, or any part thereof or interest therein; provided that the existence of any mechanic'swhich may become due, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereofto Contractor. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor Contractor shall have notified Beneficiary the right to contest any such Lien provided it first provides to Client a bond or other assurances of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and payment reasonably satisfactory to Client in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest Lien in form and penalties which may be payable in connection therewith; (e) the failure substance satisfactory to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostClient.
Appears in 2 contracts
Samples: Construction Agreement (BioFuel Energy Corp.), Construction Agreement (BioFuel Energy Corp.)
Liens. Grantor warrantsSupplier shall make prompt and timely payment of any debts or liabilities incurred by Supplier in connection with or arising out of the Agreement. Supplier will not cause or permit any mechanic’s liens, covenants materialmen’s liens, legal hypothecs, state, provincial, local, or federal statutory bond claims, labour and agrees material payment bond claims or other private bond claims, agreement claims or other liens or Claims for work, labour or services ordered directly or indirectly by Supplier or any of Supplier’s Personnel or Subcontractors pursuant to pay and promptly dischargethe Agreement or any Purchase Order, to attach to any property or assets that Rio Tinto or the Relevant Companies own, lease, license or otherwise have an interest in. Supplier shall, at Grantor's cost its sole cost, obtain the prompt release of any such liens or Claims attached to or affixed against Rio Tinto or the Relevant Companies or its or their property or assets. The final payment owed to Supplier by any Relevant Company under the terms of the Agreement shall be contingent on full release of any such outstanding liens or Claims. Supplier for itself and expenseits Personnel, and for its and their Subcontractors, materialmen and employees and for all taxesother persons performing any labour or furnishing any materials or labour in connection with the Agreement or any Purchase Order, assessments hereby waives to the full extent permitted by Applicable Laws all such liens or Claims for or on account of the Services performed or Products or other materials furnished hereunder, so that improvements or structures wherein the same may be incorporated and governmental charges levied upon itthe land to which they are appurtenant shall at all times be free and clear of all such liens or Claims. At the written request of Rio Tinto and/or the Relevant Companies, Supplier shall provide the Relevant Companies with satisfactory waivers of such liens or Claims by Supplier, its income Subcontractors and assets as its/their respective Personnel. Without waiving any other remedy available to Rio Tinto or the Relevant Companies, if Supplier fails or refuses to make prompt and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence timely payment of any mechanic's, laborer's, materialman's, supplier's debts or vendor's lien liabilities incurred by Supplier in connection with the Agreement or right thereto shall not constitute a violation to obtain prompt and timely release of any liens or Claims under this Section if payment is not yet due under 12.8, Rio Tinto or the contract which is Relevant Company shall have the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure right to pay or discharge Impositions such debt or mechanic's liabilities, to take such steps and incur such costs as required to remove any lien or materialman's or similar lien asserted against the Trust Property ifClaim, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay deduct the amount of such payment and costs from any such Impositionspayment, claim, fine compensation or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) sum due or to become due under the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property Agreement or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostPurchase Order to which the Relevant Company is a party.
Appears in 2 contracts
Samples: Umbrella Supply Agreement (Enssolutions, Inc.), Umbrella Supply Agreement (Enssolutions, Inc.)
Liens. Grantor warrantsTenant will pay all costs of construction done by it or caused to be done by it on the Premises as permitted by this Lease. Tenant will keep the Project free and clear of all construction, covenants mechanics, materialman’s, laborer’s and supplier’s liens, resulting from construction done by or for Tenant. The interest of Landlord in the Premises and the Project shall not be subject to liens for improvements made by Tenant. Any lien filed by any contractor, materialman, laborer or supplier performing work for Tenant shall attach only to Xxxxxx’s interest in the Premises. Xxxxxx agrees to pay indemnify, defend and promptly dischargehold harmless Landlord from and against any and all costs and liabilities (including attorneys’ fees and expenses) and any and all construction, at Grantor's cost mechanic’s, materialman’s, laborer’s or supplier’s liens arising out of or pertaining to any improvements or construction done by Xxxxxx. All persons and expenseentities contracting or otherwise dealing with Tenant relative to the Premises or the Project are hereby placed on notice of the provisions of this Paragraph, and Tenant shall further notify in writing such persons or entities of the provisions of this Paragraph prior to commencement of any Tenant work in the Premises. If any construction, mechanic’s, materialman’s, laborer’s or supplier’s lien is ever claimed, fixed or asserted against the Premises or any other portion of the Project in connection with any such Tenant work, Tenant shall, within 10 days after receipt by Tenant of notice of such lien, discharge same as a lien either by payment or by posting of any bond as permitted by law. If Tenant shall fail to discharge any such lien, whether valid or not, within 10 days after receipt of notice from Landlord, Landlord shall have the right, but not the obligation, to discharge such lien on behalf of Tenant and all taxescosts and expenses incurred by Landlord associated with the discharge of the lien, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions)attorneys’ fees, as well as all lawful claims for labor materials shall constitute additional Rent hereunder and supplies or otherwise which could become a lien, shall be immediately due and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same payable by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostXxxxxx.
Appears in 2 contracts
Samples: Office Lease (Ameriquest, Inc.), Office Lease (Ameriquest, Inc.)
Liens. Grantor warrantsNeither Borrower nor Operating Lessee shall create, covenants incur, assume, permit or suffer to exist any Lien on any portion of any Individual Property, except for the Permitted Encumbrances, nor any Lien on any direct or indirect interest in Borrower, Operating Lessee or any Loan Party, except for (i) the pledges of the direct or indirect equity interests in Borrower granted by Mezzanine Borrowers in favor of Mezzanine Lenders and agrees in Operating Lessee by Leasehold Pledgor pursuant to pay the Mezzanine Loan Documents as security for the Mezzanine Loans and (ii) Permitted Transfers, if any. Subject to the following, Borrower or Operating Lessee shall promptly dischargedischarge any Lien or charge against any of the Individual Properties which is not a Permitted Encumbrance nor otherwise expressly permitted hereunder. After prior notice to Lender, Borrower or Operating Lessee, at Grantor's cost and its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Liens, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all taxesapplicable statutes, assessments laws and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable ordinances; (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or iii) no Individual Property nor any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not therein will be in default for failure to pay danger of being sold, forfeited, terminated, canceled or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereoflost; (biv) Grantor Borrower or Operating Lessee shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely promptly upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determinedLiens, together with all costs, interest and penalties which may be payable in connection therewith; (ev) to insure the payment of such Liens exceeding $1,000,000 in the aggregate at any one time, Borrower shall deliver to Lender either (A) cash, or other security as may be approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable to Lender in its reasonable discretion, (vi) failure to pay such Liens will not subject Lender to any civil or criminal liability, (vii) such contest shall not affect the Impositionsownership, use or mechanic's occupancy of any Individual Property, and (viii) Borrower or materialman's or similar lien claim does not constitute a default under any other deed of trustOperating Lessee shall, mortgage or security interest covering or affecting any part upon request by Lender, give Lender prompt notice of the Trust Property; and status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (fi) notwithstanding the foregoing, Grantor shall immediately upon request through (vii) of Beneficiary this Section 4.3. Lender may pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) over any such Impositionscash or other security held by Lender to the claimant entitled thereto at any time when, or claim notwithstanding such contest, if in the reasonable opinion judgment of BeneficiaryLender, the Trust entitlement of such claimant is established or any Individual Property (or any part thereof or interest therein may therein) shall be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled cancelled or lostlost or there shall be any danger of the Lien of the applicable Mortgage being primed by any related Lien.
Appears in 2 contracts
Samples: Loan Agreement (Hospitality Investors Trust, Inc.), Loan Agreement (Hospitality Investors Trust, Inc.)
Liens. Grantor warrantsLessee shall not do any act, covenants and agrees to pay and promptly dischargeor make any contract, which may create or be the foundation for any lien or other encumbrance upon any interest of Lessor or any ground or underlying lessor in any portion of the Premises. If, because of any act or omission (or alleged act or omission) of Lessee, any Construction Lien Claim or other lien (collectively “Lien”), charge, or order for the payment of money or other encumbrance shall be filed against Lessor and/or any ground or underlying lessor and/or any portion of the Premises (whether or not such Lien, charge, order, or encumbrance is valid or enforceable as such), Lessee shall, at Grantor's its own cost and expense, all taxes, assessments cause same to be discharged of record or bonded within fifteen (15) days after the filing thereof; and governmental charges levied upon it, its income Lessee shall indemnify and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, save harmless Lessor and all liens, encumbrances ground and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted underlying lessor(s) against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with from all costs, interest liabilities, suits, penalties, claims, and penalties which may be payable demands, including reasonable counsel fees, resulting therefrom. If Lessee fails to comply with the foregoing provisions, Lessor shall have the option of discharging or bonding any such Lien, charge, order, or encumbrance, and Lessee agrees to reimburse Lessor for all costs, expenses and other sums of money in connection therewith; therewith (eas additional rental) with interest at the failure to pay maximum rate permitted by law promptly upon demand. All materialmen, contractors, artisans, mechanics, laborers, and any other persons now or hereafter contracting with Lessee or any contractor or subcontractor of Lessee for the Impositionsfurnishing of any labor services, materials, supplies, or mechanic's or materialman's or similar lien claim does not constitute a default under equipment with respect to any other deed of trust, mortgage or security interest covering or affecting any part portion of the Trust Property; and (f) notwithstanding Premises, at any time from the foregoingdate hereof until the end of the Lease Term, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so are hereby charged with notice that they look exclusively to do, Beneficiary may, but shall not be required to, pay or cause Lessee to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostobtain payment for same.
Appears in 2 contracts
Samples: Lease Agreement (Wave2Wave Communications, Inc.), Lease Agreement (Wave2Wave Communications, Inc.)
Liens. Grantor warrantsDuring the Term, covenants Tenant will promptly, but no later than forty-five (45) days after the date Tenant first has knowledge of the filing thereof, or such shorter period as shall prevent the forfeiture of the Premises, remove and agrees to pay discharge of record, by bond or otherwise, any charge, lien, security interest or encumbrance upon any of the Premises, Base Rent and promptly dischargeAdditional Rent which charge, at Grantor's cost and expenselien, security interest or encumbrance arises for any reason (other than a result of Landlord’s act), including, but not limited to, all taxesliens that arise out of the possession, assessments and governmental charges levied upon ituse, its income and assets occupancy, construction, repair or rebuilding of the Premises or by reason of labor or materials furnished, or claimed to have been furnished, to Tenant for the Premises, but not including any encumbrances expressly permitted under this Lease or any mechanics liens created by Landlord. Nothing contained in this Lease shall be construed as and when such taxesconstituting the consent or request of Landlord, assessments and charges are due and payable (includingexpress or implied, without limitationby inference or otherwise, all Impositions)to or for the performance of any contractor, as well as all lawful claims laborer, materialman, or vendor of any labor or services or for labor the furnishing of any materials and supplies for any construction, alteration, addition, repair or otherwise which could become a liendemolition of or to the Premises or any part thereof. Notice is hereby given that, and all liensduring the Term, encumbrances and charges upon Landlord will not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding an interest in the Trust Property, Premises or any part thereof through or under Tenant, and that no mechanics or other liens for any such labor, services or materials shall attach to or affect the interest therein; provided that of Landlord in and to the existence Premises, unless such labor, services or materials were placed in the Premises pursuant to a written agreement entered into by Landlord. In the event of the failure of Tenant to discharge any mechanic'scharge, laborer'slien, materialman'ssecurity interest or encumbrances as aforesaid, supplier's Landlord may, if not discharged by Tenant within ten (10) business days after written notice to Tenant, discharge such items by payment or vendor's bond or both, and Section 23.4 hereof shall apply. Provided Tenant is diligently contesting any such lien or right thereto shall not constitute encumbrance in accordance with applicable law, in lieu of a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor bond Tenant shall have notified Beneficiary the option to deposit cash (or an irrevocable, standby letter of same within seven credit in form reasonably acceptable to Landlord) with Landlord in an amount sufficient to fully discharge such lien or encumbrance (7) days as reasonably determined by Landlord, the “Lien Deposit”), which Lien Deposit may be used by Landlord to discharge, settle or otherwise satisfy the applicable lien or encumbrance at any time after the commencement of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal foreclosure proceedings which shall operate to prevent the enforcement or collection before forfeiture of the same and the sale of the Trust Property Premises or any part portion thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lost.
Appears in 2 contracts
Samples: Industrial Building Lease (Lenox Group Inc), Purchase and Sale Agreement (Lenox Group Inc)
Liens. Grantor warrantsTenant shall keep the Premises and the Project free from any mechanics' liens, covenants vendors liens or any other liens arising out of any work performed, materials furnished or obligations incurred by Tenant, and Tenant agrees to defend, indemnify and hold Landlord harmless from and against any such lien or claim or action thereon, together with costs of suit and reasonable attorneys' fees and costs incurred by Landlord in connection with any such claim or action. Before commencing any work of alteration, addition or improvement to the Premises, Tenant shall give Landlord at least ten (10) business days' written notice of the proposed commencement of such work (to afford Landlord an opportunity to post appropriate notices of non-responsibility). In the event that there shall be recorded against the Premises or the Project or the property of which the Premises is a part any claim or lien arising out of any such work performed, materials furnished or obligations incurred by Tenant and such claim or lien shall not be removed or discharged within ten (10) days of filing, Landlord shall have the right but not the obligation to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when discharge said lien without regard to whether such taxes, assessments and charges are due and payable lien shall be lawful or correct (including, without limitation, all Impositionsin which event Tenant shall reimburse Landlord for any such payment made by Landlord within three (3) business days following written demand therefor), as well as all or to require that Tenant promptly deposit with Landlord in cash, lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection money of the same and the sale United States, one hundred fifty percent (150%) of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine which sum may be retained by Landlord until such claim shall have been removed of record or penalty so determineduntil judgment shall have been rendered on such claim and such judgment shall have become final, together with all at which time Landlord shall have the right to apply such deposit in discharge of the judgment on said claim and any costs, interest including attorneys' fees and penalties which may be payable in connection therewith; (e) costs incurred by Landlord, and shall remit the failure balance thereof to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostTenant.
Appears in 2 contracts
Samples: Standard Office Lease (Glu Mobile Inc), Standard Office Lease (Alliance Fiber Optic Products Inc)
Liens. Grantor warrantsTenant shall keep the Premises free from any mechanics', covenants materialmen's, designer's or other liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant. Landlord shall have the right at all times to post and agrees keep posted on the Premises any notices which it deems necessary for protection from such liens. If any such liens are filed and are not released of record by payment or posting of a proper bond within thirty (30) days after such filing, Landlord may, without waiving its rights and remedies based on such breach by Tenant and without releasing Tenant from any obligations hereunder, cause such liens to pay and promptly dischargebe released by any means it shall deem proper, at Grantor's cost and expenseincluding payment of the claim giving rise to such lien or posting security to cause the discharge of such lien, in which event all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are amounts paid by Landlord shall immediately be due and payable by Tenant as Additional Rent. Tenant hereby indemnifies, protects, defends and holds Landlord and Landlord's Indemnitees and the Premises harmless from any liability, cost, obligation, expense (including, without limitation, all Impositionsreasonable attorneys' fees and expenses and attorneys' fees incurred in enforcing of this indemnity), as well as all lawful claims or claim of any mechanics', materialmen's, design professional's or other liens in any manner relating to any work performed, materials furnished or obligations incurred by or for labor materials Tenant or any person or entity claiming by, through or under Tenant. Tenant shall notify Landlord in writing fifteen (15) days prior to commencing any Alterations so that Landlord shall have the right to record and supplies post notices of non-responsibility or otherwise any other notices deemed necessary by Landlord on the Premises. Tenant shall not create, and shall within thirty (30) days discharge and satisfy of record, any other lien, encumbrance, charge, security interest, or other right or interest which could shall be or become a lien, and all liensencumbrance, encumbrances and charges charge or security interest upon the Trust PropertyPremises, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation portion thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lost.
Appears in 2 contracts
Samples: Lease Agreement (Petco Animal Supplies Inc), Lease Agreement (Petco Animal Supplies Inc)
Liens. Grantor warrantsTENANT shall keep the Premises and the Building free from any liens arising out of any work performed, covenants material furnished, or obligations incurred by TENANT. In accordance with the applicable provisions of the Florida Construction Lien Law and agrees to pay and promptly dischargespecifically Section 713.10, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions)Florida Statutes, as well as all lawful claims may be amended from time to time, no interest of LANDLORD whether real or personal in the Premises or in the Building or in the underlying land shall be subject to liens for labor materials and supplies repairs, improvements and/or alterations made by TENANT or otherwise which could become a liencaused to be made by TENANT hereunder. Further, and all liensTENANT acknowledges that TENANT, encumbrances and charges upon with respect to repairs, improvements and/or alterations made by TENANT or caused to be made by TENANT hereunder, shall promptly notify the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation contractor performing such work of this Section if payment is not yet due under the contract which is the foundation thereofprovision exculpating LANDLORD from liability for such liens. Notwithstanding the foregoing, Grantor if any mechanic’s lien or other lien, claim of lien, attachment, judgment, execution, writ, charge or encumbrance is filed against the Premises, the Building or this leasehold, or any alterations, fixtures or improvements therein or thereof, as a result of any work performed by or at the direction of TENANT or any of TENANT’S agents, TENANT shall not within thirty (30) business days following TENANT’S receipt of notice from LANDLORD of the imposition of the lien, diligently pursue the cancellation or discharge of all such liens. In the event that (x) the lien causes the contractor to commence a foreclosure action against the Premises, or (y) the lien causes the LANDLORD’S lender to put the LANDLORD in default under any loan documents (x) or (y) being referred to as an “Urgent Lien Matter”), then TENANT shall cause such lien to be released of record by payment or posting of a bond within ten (10) business days of TENANT’S receipt of notice of such Urgent Lien Matter. If TENANT fails to discharge as herein required, TENANT shall be in default for failure to pay or under this Lease. In such event, without waiving TENANT’S default, LANDLORD may discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same of record by appropriate legal proceedings which payment, bonding or otherwise and may do so without giving TENANT further notice. Upon LANDLORD’S demand, TENANT will promptly reimburse LANDLORD for all costs and expenses so incurred by LANDLORD. This right to cure shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostaddition to all other available rights and remedies available to LANDLORD.
Appears in 2 contracts
Samples: Lease Agreement (Trulieve Cannabis Corp.), Lease Agreement (Trulieve Cannabis Corp.)
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable To the extent payment by Owner has been made in accordance with Article 6 (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or including any part thereof or interest therein; provided that the existence disputed payments resolved in favor of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, Contractor): (a) Grantor Contractor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same not directly or indirectly create, incur, assume or suffer to be created by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property it or any part thereofSubcontractor, to satisfy the same; (c) unless funds are otherwise reservedemployee, Grantor shall furnish to Beneficiary such laborer, materialman or other supplier of goods or services any right of retention, mortgage, pledge, assessment, security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any costinterest, expenselease, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositionsadvance claim, levy, claim, fine lien, charge or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) encumbrance on the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of BeneficiaryWork, the Trust Property Project Hardware, the Project, the Site or any part thereof or interest therein may (each a “Contractor Lien”); (b) Contractor shall keep the Work, the Project, the Site and the Project Hardware, including all Subcontractor equipment and materials free of Contractor Liens; and (c) Contractor shall promptly bond, pay or discharge, and discharge of record, any such Contractor Lien or other charges which, if unpaid, might be or become a Contractor Lien. Contractor shall Notify Owner as soon as practicable of the assertion of any such Contractor Lien. If any Owner Indemnitee becomes aware of any such Contractor Lien, such Owner Indemnitee shall so Notify Contractor, and Contractor shall then, to the extent payment by Owner has been made in imminent danger accordance with Article 6 bond or satisfy and obtain the release of being soldsuch Contractor Lien. If Contractor does not within ten (10) Business Days after such Notice, forfeitedbond or satisfy such Contractor Lien, foreclosedthen any Owner Indemnitee shall have the right, terminatedat its option, canceled after Notification to Contractor, and subject to Applicable Law, to cause the release of, pay, or lostsettle such Contractor Lien, and Owner at its sole option may: (1) require Contractor to pay, within five (5) days after request by Owner; or (2) withhold other amounts due or to become due to Contractor (in which case Owner shall, if it is not the applicable Owner Indemnitee, pay such amounts directly to Owner Indemnitee causing the release, payment, or settlement of such liens or claims), all reasonable and direct costs and expenses incurred by Owner Indemnitee in causing the release of, paying, or settling such Contractor Lien, including reasonable administrative costs and reasonable attorneys’ fees. Contractor shall have the right to contest any such Contractor Lien.
Appears in 2 contracts
Samples: Procurement and Construction Agreement (Powersecure International, Inc.), Procurement and Construction Agreement (Powersecure International, Inc.)
Liens. Grantor warrantsTenant will promptly, covenants but no later than sixty (60) days after receipt of actual notice of the filing thereof, remove and agrees to pay and promptly dischargedischarge of record, at Grantor's cost and expenseby bond or otherwise, all taxesany charge, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges security interest or encumbrance upon the Trust Leased Property, or any part thereof Basic Rent, or interest therein; provided that Additional Rent which arises for any reason, including all liens which arise out of the existence possession, use, occupancy, construction, repair or rebuilding of the Leased Property or by reason of labor or materials furnished or claimed to have been furnished to Tenant for the Leased Property, but not including any Permitted Encumbrances. Nothing contained in this Lease shall be construed as constituting the consent or request of Landlord, express or implied, to or for the performance by any contractor, laborer, materialman, or vendor of any mechanic'slabor or services or for the furnishing of any materials for any construction, laborer'salteration, materialman'saddition, supplier's repair or vendor's lien demolition of or right thereto shall not constitute a violation of this Section if payment is not yet due under to the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Leased Property or any part thereof. Notice is hereby given that Landlord will not be liable for any labor, services or materials furnished or to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish be furnished to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the ImpositionsTenant, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security to anyone holding an interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Leased Property or any part thereof through or under Tenant, and that no mechanics’ or other liens for any such labor, services or materials shall attach to or affect the interest therein of Landlord in and to the Leased Property. In the event of the failure of Tenant to discharge any charge, lien, security interest or encumbrance as aforesaid, Landlord may be discharge such items by payment or bond or both, and Tenant will repay to Landlord, upon demand, any and all amounts paid by Landlord therefor, or by reason of any liability on such bond, and also any and all incidental expenses, including reasonable attorneys’ fees, incurred by Landlord in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostconnection therewith.
Appears in 2 contracts
Samples: Lease Agreement (Gramercy Capital Corp), Lease Agreement (Gramercy Capital Corp)
Liens. Grantor warrantsSection 18.1. Tenant shall promptly pay all sums of money in respect to any labor, covenants and agrees services, materials, supplies or equipment furnished or alleged to pay and promptly dischargehave been furnished to Tenant in, at Grantor's cost and expenseor about the Premises, all taxesor furnished to Tenant’s agents, assessments and governmental charges levied upon itemployees, its income and assets as and when contractors or subcontractors, that may be secured by any mechanic’s, materialmen’s, supplier’s or other liens against the Premises or Landlord’s interest therein. In the event any such taxesor similar liens shall be filed, assessments and charges are due and payable Tenant shall, within three (including3) days of receipt thereof, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a give notice to Landlord of such lien, and all liensTenant shall, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, within ten (a) Grantor shall have notified Beneficiary of same within seven (710) days after receiving notice of obtaining knowledge thereof; (b) Grantor shall diligently and the filing of the lien, discharge such lien by payment of the amount due to the lien claimant. However, Tenant may in good faith contest the same by appropriate legal proceedings which shall operate such lien provided that within such ten (10) day period Tenant provides Landlord with a surety bond of a company acceptable to prevent the enforcement or collection of the same Landlord, protecting against said lien in an amount at least one and the sale of the Trust Property or any part thereof, to satisfy the same; one-half (c1-1/2) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay times the amount claimed or secured as a lien or such greater amount as may be required by applicable law and provided further that Tenant, if it should decide to contest such lien, shall agree to indemnify, defend and save harmless Landlord from and against all costs arising from or out of any proceeding with respect to such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) lien. Failure of Tenant to discharge the failure to pay the Impositionslien, or mechanic's or materialman's or similar lien claim does not if contested to provide such bond and indemnification, shall constitute a default under this Lease and in addition to any other deed right or remedy of trustLandlord, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary Landlord may, but shall not be required obligated to, pay discharge or cause secure the release of any lien by paying the amount claimed to be discharged or bonded against) due, and the amount so paid by Landlord, and all costs and expenses incurred by Landlord therewith, including, but not limited to, court costs and reasonable attorneys’ fees, shall be due and payable by Tenant to Landlord forthwith on demand. Notwithstanding any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property any such lien shall be reduced to final judgment and such judgment or any part thereof or interest therein such process as may be issued for the enforcement thereof is not promptly stayed or if so stayed and said stay thereafter expires, then and in imminent danger any such event Tenant shall forthwith pay and discharge said judgment. Landlord shall have the right to post and maintain on the Premises such notices of being sold, forfeited, foreclosed, terminated, canceled or lostnon-responsibility as are provided for under the mechanic’s lien laws of California.
Appears in 2 contracts
Samples: Sublease (Aravive, Inc.), Lease Agreement (Versartis, Inc.)
Liens. Grantor warrantsTenant shall not mortgage or otherwise encumber or allow to be encumbered its interest herein without obtaining the prior written consent of Landlord; nor shall Tenant permit any mechanic’s or other lien to be filed against the Property or any interests therein of Landlord. In the event Tenant authorizes, covenants contracts or otherwise undertakes to perform or provide any construction, alterations, installations or other work or materials to the Premises for which a mechanic’s lien or other lien can be filed, Tenant shall deliver to Landlord enforceable, unconditional and agrees final lien releases or waivers for all such work and materials within five (5) days after Landlord’s request, but in all events before the earliest date any such lien can be filed. Should Tenant cause or permit any mortgage, lien or other encumbrance (singularly or collectively, “Encumbrance”) to pay be filed, against the Premises or the Property, Tenant shall dismiss or bond against the same within twenty (20) days after the filing thereof. If Tenant fails to remove or bond against said Encumbrance within said twenty (20) days, Tenant shall be in Default; and promptly dischargein addition to all other rights and remedies afforded Landlord under this Lease, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (Landlord shall have the absolute right to remove said Encumbrance by whatever measures Landlord shall deem convenient including, without limitation, all Impositions)payment of such Encumbrance, in which event Tenant shall reimburse Landlord, as well as Additional Rent, all lawful claims for labor materials costs expended by Landlord, including reasonable attorneys’ fees, to remove said Encumbrance. All of the aforesaid rights of Landlord shall be in addition to any remedies which either Landlord or Tenant may have available to them at law or in equity. Tenant hereby acknowledges and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided agrees that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor Landlord shall not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection possession of the same Premises through or under Tenant; and the sale of the Trust Property that no mechanics’ or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of other liens for any such Impositionslabor, claim, fine services or penalty so determined, together with all costs, materials shall attach to or affect the interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if Landlord in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostPremises.
Appears in 2 contracts
Samples: Office Building Lease (Eargo, Inc.), Office Building Lease (Eargo, Inc.)
Liens. Grantor warrantsLessee agrees that it will make full and prompt payment of all sums necessary to pay for the cost of repairs, covenants alterations, improvements, changes or other work done by Lessee to the leased premises and further agrees to pay indemnify and promptly dischargehold harmless Lessor from and against any and all mechanic’s, at Grantor's material-man’s or laborer’s liens arising out of or from such work or the cost thereof which may be asserted, claimed or charged against the leased premises, or the building, or the project. Notwithstanding anything to the contrary in this lease, the interest of Lessor in the leased premises shall not be subject to liens for improvements made by or for Lessee, whether or not the same shall be made or done in accordance with an agreement between Lessor and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lienLessee, and all liensit is specifically understood and agreed that in no event shall Lessor or the interest of Lessor in the premises be liable for or subjected to any mechanic’s, encumbrances material-man’s or laborer’s liens for improvements or work made by Lessee or for Lessee whether or not the same shall be made or done in accordance with an agreement between Lessor and charges Lessee, and it is specifically understood and agreed that in no event shall Lessor or the interest of Lessor in the premises be liable for or subjected to any mechanic’s, materialman’s or laborer’s liens form improvements or work made by or for Lessee; and this lease specifically prohibits the subjecting of Lessor’s interest in the leased premises to any mechanic’s, material-man’s or laborer’s liens for improvements made by Lessee or for which Lessee is responsible for payment under the terms of this lease. All persons dealing with Lessee are hereupon placed upon notice of this provision. In the Trust Propertyevent any notice or claim of lien shall be asserted of record against the interest of Lessor in the leased premises, the building or the project on account of or growing out of any improvement or work done by or for Lessee, or any part thereof person claiming by, through or interest therein; provided that under Lessee, or for improvements or work the existence cost of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding responsibility of Lessee, Lessee agrees to have such notice or claim of lien canceled and discharged of record as a claim against the foregoinginterest of Lessor in the leased premises, Grantor the building or the project (either by payment and satisfaction or by removal by transfer to bond or deposit as permitted by law) within 30 days after notice to Lessee by Lessor, and in the event Lessee shall not fail to do so, Lessee shall be considered in default for failure under this lease. Lessee may contest any such lien after discharging same by transfer to pay bond or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor deposit. Lessee shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate right to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute grant a default under any other deed of trust, mortgage or security interest covering on Lessee’s equipment to any bank or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostother lending institution.
Appears in 2 contracts
Samples: Office Lease (Dynamic Health Products Inc), Lease (GeoPharma, Inc.)
Liens. Grantor warrantsTenant shall have no authority, covenants and agrees express or implied, to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable create or place (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, allow to be created or placed) any part thereof lien or interest therein; provided that the existence encumbrance of any mechanic'skind or nature whatsoever upon, laborer's, materialman's, supplier's the interest of Landlord in the Premises (or vendor's lien or right thereto shall not constitute a violation the leasehold interest of Tenant created under this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be Lease) for any claim in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount favor of any such Impositionsperson dealing with Tenant, claim, fine including those who may furnish materials or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, perform labor for any construction or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor repairs. Tenant shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged paid the full amount of all sums due and payable by it on account of any labor performed or bonded against) materials furnished in connection with any work performed by Tenant on the Premises, in every case, before such Impositionsamounts become delinquent. Tenant shall discharge of record by payment, bonding or otherwise any lien filed against the Premises on account of any labor performed or materials furnished in connection with any work performed by Tenant on the Premises immediately upon the filing of any claim notwithstanding such contestof lien. Tenant shall indemnify, if defend and hold Landlord harmless from any and all Claims arising out of or related to asserted claims or liens against the leasehold estate or against the right, title and interest of Landlord in the reasonable opinion Premises or this Lease arising from or relating any act or agreement of Beneficiary, the Trust Property Tenant or any part of the Tenant’s Parties (a “Tenant Lien”). Tenant agrees to give Landlord immediate written notice of the placing of any lien or encumbrance against the Premises or Tenant’s leasehold estate. In the event that Tenant fails to remove of record by payment or bond any Tenant Lien asserted or filed against the Premises within five (5) business days of receipt of written notice from Landlord of the need to do so, Landlord shall have the right, at Landlord’s option, of paying and discharging the same or any portion thereof or interest therein may without inquiry as to the validity thereof, and any amounts so paid, including expenses and any late charges, shall be in imminent danger Rent immediately due and payable to Landlord by Tenant within thirty (30) days of being sold, forfeited, foreclosed, terminated, canceled or lostdelivery of a xxxx therefor.
Appears in 2 contracts
Samples: Industrial Lease Agreement, Industrial Lease Agreement (Lifetime Brands, Inc)
Liens. Grantor warrantsExcept as specifically set forth herein, covenants and agrees to pay and promptly dischargeTenant shall not do any act, or make any contract, which may create or be the foundation for any lien or other encumbrance upon any interest of Landlord or any ground or underlying lessor in any portion of the Premises. If, because of any act or omission (or alleged act or omission) of Tenant, any construction lien claim or other lien (collectively “Lien”), charge, or order for the payment of money or other encumbrance shall be filed against Landlord and/or any ground or underlying lessor and/or any portion of the Premises (whether or not such Lien, charge, order, or encumbrance is valid or enforceable as such), Tenant shall, at Grantor's its own cost and expense, all taxes, assessments cause same to be discharged of record or bonded within thirty (30) days after the filing thereof; and governmental charges levied upon it, its income Tenant shall indemnify and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, save harmless Landlord and all liens, encumbrances ground and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted underlying lessor(s) against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with from all costs, interest liabilities, suits, penalties, claims, and penalties which may be payable demands, including reasonable counsel fees, resulting therefrom. If Tenant fails to comply with the foregoing provisions, Landlord shall have the option of discharging or bonding any such Lien, charge, order or encumbrance, and Tenant agrees to reimburse Landlord for all costs, expenses and other sums of money in connection therewith; therewith (eas additional rental) with interest at the failure to pay maximum rate permitted by law promptly upon demand. All materialmen, contractors, artisans, mechanics, laborers, and any other persons now or hereafter contracting with Tenant or any contractor or subcontractor of Tenant for the Impositionsfurnishing of any labor services, materials, supplies, or mechanic's or materialman's or similar lien claim does not constitute a default under equipment with respect to any other deed of trust, mortgage or security interest covering or affecting any part portion of the Trust Property; and (f) notwithstanding Premises, at any time from the foregoingdate hereof until the end of the Lease Term, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so are hereby charged with notice that they look exclusively to do, Beneficiary may, but shall not be required to, pay or cause Tenant to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostobtain payment from same.
Appears in 2 contracts
Samples: Confidential Treatment (Ascend Wellness Holdings, LLC), Confidential Treatment (Ascend Wellness Holdings, LLC)
Liens. Grantor warrantsNeither Borrower nor Leasehold Pledgor shall create, covenants incur, assume, permit or suffer to exist any Lien on any portion of the Collateral or any Individual Property, except for the Permitted Encumbrances, nor any Lien on any direct or indirect interest in Borrower, Leasehold Pledgor or any Loan Party, except for Permitted Transfers, if any. Subject to the following, Borrower and agrees Leasehold Pledgor shall promptly discharge any Lien or charge against any of the Collateral or Individual Properties which is not a Permitted Encumbrance nor otherwise expressly permitted hereunder. After prior notice to pay and promptly dischargeLender, Borrower or Leasehold Pledgor, at Grantor's cost and Owner’s or Operating Lessee’s expense, may cause Owner or Operating Lessee to contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Liens, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all taxesapplicable statutes, assessments laws and governmental charges levied upon itordinances; (iii) no Individual Property nor the Collateral, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or nor any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not therein will be in default for failure to pay danger of being sold, forfeited, terminated, canceled or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereoflost; (biv) Grantor Borrower and Leasehold Pledgor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement cause Owner or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely Operating Lessee promptly upon final determination thereof to pay the amount of any such Impositions, claim, fine or penalty so determinedLiens, together with all costs, interest and penalties which may be payable in connection therewith; (ev) to insure the payment of such Liens exceeding $1,000,000 in the aggregate at any one time, Borrower and Leasehold Pledgor shall cause Owner to deliver to Lender either (A) cash, or other security as may be approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable to Lender in its reasonable discretion, (vi) failure to pay such Liens will not subject Mortgage Lender or Lender to any civil or criminal liability, (vii) such contest shall not affect the Impositionsownership, use or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part occupancy of the Trust Collateral or any Individual Property; , and (fviii) notwithstanding the foregoingBorrower and Leasehold Pledgor shall, Grantor shall immediately upon request by Lender, cause Owner or Operating Lessee to give Lender prompt notice of Beneficiary the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.3. Lender may pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) over any such Impositionscash or other security held by Lender to the claimant entitled thereto at any time when, or claim notwithstanding such contest, if in the reasonable opinion judgment of BeneficiaryLender, the Trust entitlement of such claimant is established or the Collateral or any Individual Property (or any part thereof or interest therein may therein) shall be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled cancelled or lostlost or there shall be any danger of the Lien of the applicable Mortgage being primed by any related Lien.
Appears in 2 contracts
Samples: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.), Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Liens. Grantor warrants, covenants and agrees Sublessee agrees: (a) to pay promptly, when due, the entire costs of Sublessee’s Work or any other work performed by Sublessee; (b) to obtain from each contractor with whom Sublessee contracts for such work, prior to paying any amount to such contractor, a statement in writing under oath, or verified by affidavit, of the names of all parties furnishing materials and promptly dischargelabor for such work and the amounts due, or to become due, to each and, at Grantor's cost the time of payment, obtain from each contractor and expensefrom each such person or entity a waiver of lien in the amount paid to each; (c) to keep the Subleased Premises and the Property at all times free of liens and claims for liens for labor and materials for work undertaken by or on behalf of Sublessee, except to the extent that such work was performed by or for Prime Lessor or Sublessor; (d) to furnish Sublessor copies of all taxessuch sworn statements and waivers of lien; (e) at Sublessor’s written request, assessments to only use contractors previously and governmental charges levied upon itreasonably approved in writing by Sublessor; (f) to perform such work in such manner as to ensure proper maintenance of good labor relationships; and (g) to defend, its income indemnify, save and assets as keep both Sublessor and when such taxesPrime Lessor harmless from and against all liability, assessments and charges are due and payable losses, damages (includingactual, without limitationbut not incidental, all Impositionsconsequential or punitive), as well as all lawful claims injury, claims, suits, actions, judgments and costs to any person or property occasioned by or growing out of such work. If any claim for labor materials and supplies a mechanics lien arises against any part of the Subleased Premises or otherwise which could become a lienthe Property by reason of work undertaken by Sublessee, and all lienssuch claim is not discharged as required by the Prime Lease, encumbrances Sublessor may pay such claim and charges proceed to obtain the discharge and release thereof, and Sublessee shall pay Sublessor as Additional Rent (with interest thereon at the Default Rate) the amount paid by Sublessor to obtain the discharge and release thereof, together with court costs and reasonable attorneys’ fees, upon demand. Notwithstanding anything to the Trust Propertycontrary contained herein, Sublessee may contest the validity of any charge or lien in good faith by appropriate proceeding, provided that (a) such contest could not result in any sale or forfeiture of the Property or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor Sublessee shall furnish to Beneficiary Sublessor with such security as Beneficiary Sublessor may reasonably request to insure payment ensure the ultimate payment, removal or discharge of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss charge or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostlien.
Appears in 2 contracts
Samples: Office Lease Agreement, Office Lease Agreement (Horizon Pharma PLC)
Liens. Grantor warrantsExcept as permitted under Section 7.2 above or Section 9.1 below, covenants Subtenant shall have no power to do any act or make any contract which may create or be the basis for any lien, mortgage or other encumbrance upon any interest of Sublandlord or Prime Landlord in the Premises or in the buildings and agrees to improvements thereon, and, in the case of any alteration, addition or improvement permitted under Section 7.2 above or Section 9.1 below, Subtenant shall promptly pay when due the entire cost of all work done and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims shall keep the Premises free of liens for labor or materials related thereto. Subtenant agrees that should Subtenant cause any construction, alterations, rebuildings, restorations, replacements, changes, additions, improvements or repairs to be made on the Premises, or cause any labor to be performed or material to be furnished thereon, therein or thereto, neither Sublandlord nor Prime Landlord nor the Premises shall under any circumstances be liable for the payment of any expense incurred or for the value of any work done or material furnished, but all such construction, alterations, rebuildings, restorations, replacements, changes, additions, improvements and supplies or otherwise which could become a lienrepairs, and all lienssuch labor and material, encumbrances shall be made, furnished and charges upon performed at Subtenant’ expense, and Subtenant shall be solely and wholly responsible to contractors, laborers and materialmen performing such labor and furnishings such material. If, because of any act or omission (or alleged act or omission) of Subtenant, any mechanic’s, materialmen’s or other lien, charge or order for the Trust Propertypayment of money shall be filed or recorded against the Premises or any building or improvement thereon, or any part thereof against Sublandlord or interest therein; provided that Prime Landlord (whether or not such lien, charge or order is valid or enforceable as such), Subtenant shall, at its own expense, cause the existence same to be cancelled and discharged of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, record within thirty (a30) Grantor days after Subtenant shall have notified Beneficiary received notice of same the filing thereof, or Subtenant may, within seven (7) days of obtaining knowledge thereof; (b) Grantor said period, record or furnish to Sublandlord and Prime Landlord a bond reasonably satisfactory to Sublandlord and Prime Landlord against said lien, charge or order, in which case Subtenant shall diligently and have the right in good faith to contest the same by appropriate legal proceedings which shall operate to prevent the enforcement validity or collection of the same and the sale of the Trust Property or any part amount thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lost.
Appears in 2 contracts
Samples: Sublease (Health Enhancement Products Inc), Sublease (Health Enhancement Products Inc)
Liens. Grantor warrantsTenant shall keep the Premises and the Project free from any mechanics' liens, covenants vendors liens or any other liens arising out of any work performed, materials furnished or obligations incurred by Tenant, and Tenant agrees to defend, indemnify and hold Landlord harmless from and against any such lien or claim or action thereon, together with costs of suit and reasonable attorneys' fees and costs incurred by Landlord in connection with any such claim or action. Before commencing any work of alteration, addition or improvement to the Premises, Tenant shall give Landlord at least ten (10) business days' written notice of the proposed commencement of such work (to afford Landlord an opportunity to post appropriate notices of non-responsibility). In the event that there shall be recorded against the Premises or the Project or the property of which the Premises is a part any claim or lien arising out of any such work performed, materials furnished or obligations incurred by Tenant and such claim or lien shall not be removed by bond or otherwise or discharged within ten (10) days of filing, upon notice to Tenant and the expiration of a fifteen (15) day cure period, Landlord shall have the right but not the obligation to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when discharge said lien without regard to whether such taxes, assessments and charges are due and payable lien shall be lawful or correct (including, without limitation, all Impositions), as well as all lawful claims in which case Tenant shall reimburse Landlord for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if such payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, made by Landlord within ten (a) Grantor shall have notified Beneficiary of same within seven (710) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection following written demand). Upon completion of the same work, Tenant shall deliver to Landlord final lien waivers from all contractors and suppliers. Landlord may post at the sale Premises such notices of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security non-responsibility as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default provided for under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; applicable Law. Tenant shall provide Landlord with as-built plans and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostspecifications for all Alterations done by Tenant.
Appears in 2 contracts
Samples: Lease (Cohu Inc), Agreement of Purchase and Sale and Joint Escrow Instructions (Cohu Inc)
Liens. Grantor warrants Tenant will not, covenants directly or indirectly, create or permit to be created or to remain, and agrees to pay and will promptly discharge, at Grantor's cost and its expense, all taxesany mechanic’s, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies supplier’s or otherwise which could become a vendor’s lien, and all liens, encumbrances and charges upon encumbrance or charge on the Trust Property, Premises or any part thereof or interest therein; provided that the hereof. The existence of any mechanic's, laborer's, materialman's’s, supplier's ’s or vendor's lien ’s lien, or any right thereto in respect thereof, shall not constitute a violation of this Section 23 if payment is not yet due under upon the contract or for the goods or services in respect of which any such lien has arisen or, if Tenant is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay protesting or discharge Impositions or mechanic's or materialman's or similar challenging such lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest and has, within thirty (30) days after Tenant receives actual notice of such lien, bonded over such lien. Nothing contained in this Lease shall be construed as constituting the same by appropriate legal proceedings which shall operate consent or request of Landlord, expressed or implied, of any contractor, subcontractor, laborer, materialman or vendor to prevent or for the enforcement performance of any labor or collection services or the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the same and the sale of the Trust Property Premises or any part thereof; and any such contractor, subcontractor, laborer, materialman or vendor shall look solely to satisfy Tenant and Xxxxxx’s interest in the same; (c) unless funds are otherwise reserved, Grantor shall furnish Premises to Beneficiary such security as Beneficiary may reasonably request to insure secure the payment of any bills for any such Impositions labor, services, or materials so furnished. Notice is hereby given that Landlord will not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding the Premises or any part thereof through or under Tenant, and that no mechanic’s or other liens for any such labor, services or materials shall attach to or affect the interest of Landlord in and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of Premises. If Tenant has not removed any such Impositions, claim, fine lien or penalty so determined, together with all costs, interest and penalties which may other encumbrance required to be payable in connection therewithremoved by Tenant pursuant to this Section within thirty (30) days after written notice thereof to Tenant; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary Landlord may, but shall not be required obligated to, pay the amount of such lien or other encumbrance or discharge the same by deposit, and the amount so paid or deposited shall constitute additional Rent and be collectible upon demand with interest at the Default Rate until paid. Landlord hereby consents to the granting of a lien or security interest on Tenant’s Personal Property, including any such Tenant’s Personal Property installed or placed on the Premises by Tenant in connection with any customary credit facility that Tenant has or may have during the Term hereof, and Tenant shall give Landlord written notice of any such lien. [Without limiting the generality of the foregoing, to the extent an applicable third party seeks to enforce its rights to with respect to the encroachment described on Exhibit I (the “Encroachment”), Tenant shall promptly take all reasonable actions to relocate or remedy, as appropriate, such Encroachment and keep Landlord reasonably informed with respect to same. Without diminishing the obligations of Tenant hereunder, if Tenant fails to cause such encroachment to be discharged or bonded againstissued within a reasonable time after the commencement of the applicable enforcement proceedings (unless the obligations to remedy such Encroachment are stayed pending such proceedings), Landlord shall have the right, but not the obligation, to remedy the Encroachment at Tenant’s sole cost and expense and Tenant shall reimburse Landlord for its out- of-pocket costs and expenses incurred in connection with same within ten (10) any business days following Xxxxxxxx’s written demand for such Impositionsreimbursement. Tenant shall indemnify, or claim notwithstanding such contestdefend and hold Landlord and the Landlord Indemnified Parties harmless, if without limitation to and in the manner specified in Section 21, from and against any and all Losses (including without limitation all corrective action costs, fines and penalties, and reasonable opinion of Beneficiaryattorney’s, the Trust Property consultant’s and contractor’s fees) resulting or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lost.arising from such encroachment proceedings.]7
Appears in 2 contracts
Samples: Lease Agreement (Sierra Bancorp), Agreement for Purchase (Sierra Bancorp)
Liens. Grantor warrantsLessee will remove and discharge any charge, covenants and agrees to pay and promptly dischargelien, at Grantor's cost and expensesecurity interest or encumbrance upon the Premises or upon any Basic Rent, all taxesadditional rent or other sums payable hereunder which arises for any reason, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions)liens which arise out of the possession, as well as all lawful claims use, occupancy, construction, repair or rebuilding of the Premises or by reason of labor or materials furnished or claimed to have been furnished to Lessee or for labor materials the Premises, but not including (i) the Permitted Exceptions, (ii) this Lease and supplies any assignment hereof or otherwise which could become a any sublease permitted hereunder and (iii) any mortgage, charge, lien, and security interest or encumbrance created or caused by or through Lessor or its agents, employees or representatives. Lessee may provide a bond or other security reasonably acceptable to Lessor (but in no event greater in amount than the amount of such encumbrance) to remove or pay all liens, encumbrances and charges upon costs associated with the Trust Property, or any part thereof or interest therein; provided that the existence removal of any mechanic'ssuch lien, provided the conditions of Section 5.05 shall be satisfied. Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, express or implied, to or for the performance (on behalf of or for the benefit of Lessor) by any contractor, laborer's, materialman's, supplier's materialman or vendor's lien , of any labor or right thereto shall not constitute a violation services or for the furnishing of this Section if payment is not yet due under any materials for any construction, alteration, addition, repair or demolition of or to the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property Premises or any part thereof. NOTICE IS HEREBY GIVEN THAT LESSOR WILL NOT BE LIABLE FOR ANY LABOR, to satisfy the same; (c) unless funds are otherwise reservedSERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any costOR TO ANYONE HOLDING AN INTEREST IN THE PREMISES OR ANY PART THEREOF THROUGH OR UNDER LESSEE, expenseAND THAT NO MECHANIC’S OR OTHER LIENS FOR ANY SUCH LABOR, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such ImpositionsSERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES UNLESS BY OR THROUGH LESSOR OR ITS AGENTS, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostEMPLOYEES OR REPRESENTATIVES.
Appears in 2 contracts
Samples: Lease Agreement (Gordmans Stores, Inc.), Lease Agreement (Gordmans Stores, Inc.)
Liens. Grantor warrantsIn the event a mechanic's lien shall be filed against the Demised Premises or Tenant's interest (herein as a result of the work undertaken by Tenant to ready the Demised Premises for the opening of Tenant's business or as a result of any repairs or alterations made by Tenant, covenants and agrees to pay and promptly dischargeTenant shall, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when within ten (10) days after receiving notice of such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liensdischarge such lien, encumbrances and charges upon either by payment of the Trust Property, or any part thereof or interest therein; provided that indebtedness due the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien claimant or right thereto by filing a bond (as provided by statute) as security therefore. If Tenant shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoingfail to cause such lien to be discharged upon demand, Grantor shall not be then, in default for failure addition to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed right or remedy of trustLandlord, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary Landlord may, but shall not be required obligated to, pay or cause discharge the same by paying the amount claimed to be discharged due or bonded against) by bonding or other proceeding deemed appropriate by Landlord and the amount so paid by Landlord and/or all costs and expenses, including reasonable attorney's fees, incurred by Landlord in procuring the discharge of such lien shall be deemed to be additional rent. Nothing in this Lease contained shall be construed as a consent on the part of the Landlord to subject Landlord's estate in the Demised Premises to any lien or liability under the Lien Law of the State of Florida. Tenant shall never, under any circumstances, have the power to subject the interest of Landlord in the Demised Premises to any mechanics or materialmen's liens or liens of any kind. In accordance with the applicable provisions of the Florida Lien Law, it is specifically provided that neither Tenant or anyone claiming by, through or under Tenant, including, but not limited to, contractors, subcontractors, materialmen, mechanics, and laborers shall have any right to file or place any mechanics and laborers, mechanics or material men's liens of any kind whatsoever upon the Demised Premise nor upon any building or improvements thereof, and any such Impositionsliens are hereby prohibited. All parties with whom Tenant may deal are put on notice that Tenant has no power to subject Landlord's interest to any claim or lien of any kind or character, and all persons so dealing with Tenant must look solely to the credit of Tenant and not to Landlord's interest or claim notwithstanding assets. Further, Tenant acknowledges that Tenant, with respect to improvements or alterations made by Tenant or caused to be made by Tenant hereunder shall promptly notify the contractor making such contest, if in improvements to the reasonable opinion Demised Premises of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lost.this provision exculpating Landlord's liability for such liens,
Appears in 2 contracts
Samples: Lease Agreement (Singing Machine Co Inc), Lease Agreement (Singing Machine Co Inc)
Liens. Grantor warrantsa. It is expressly covenanted and agreed by and between the parties hereto that nothing in this Lease contained shall authorize Lessee to do any act which shall in any way encumber the title of Lessor in and to said Demised Premises, covenants and agrees nor shall the interest or estate of Lessor in said Demised Premises be in any way subject to pay and promptly dischargeany claim by way of lien or encumbrance, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies whether by operation of law or otherwise which could become a lienby virtue of any express or implied contract by Lessee, and any claim to or lien upon said Premises arising from any act or omission of Lessee shall in all liens, encumbrances respects be subject and charges upon subordinate to the Trust Property, or paramount title and rights of Lessor in and to said Premises and any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereofimprovements thereon. Notwithstanding the foregoing, Grantor shall Lessee may mortgage its leasehold interest, providing the mortgage is at all times subordinate to the interest of the Lessor. Lessee will not be knowingly permit the Demised Premises to become subject to any mechanics’, laborers’ or materialmen’s lien on account of labor or material furnished to the Lessee or claimed to have been furnished to the Lessee in default for failure connection with work of any character performed or claimed to pay have been performed on the Demised Premises by or discharge Impositions at the direction or mechanic's or materialman's or similar lien asserted against sufferance of the Trust Property ifLessee, and so long asprovided, (a) Grantor however, that Lessee shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and the right to contest in good faith contest and with reasonable diligence the same by appropriate legal proceedings which validity of any such lien or claimed lien if Lessee shall operate give to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary Lessor such reasonable security as Beneficiary may reasonably request be demanded by the Lessor to insure payment of such Impositions thereof and to secure and indemnify Beneficiary against prevent any costsale, expense, loss foreclosure or damage in connection with such contest or postponement forfeiture of payment; (d) Grantor shall timely upon the Demised Premises by reason of nonpayment thereof. On final determination thereof of the lien or claim for lien, the Lessee will promptly (within ten (10) days) pay the amount of any such Impositions, claim, fine or penalty so determined, together judgment rendered with all costs, interest proper costs and penalties which may be payable in connection therewith; (e) charges and will at its own expense have the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under released and any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostjudgment satisfied.
Appears in 2 contracts
Samples: Sample Lease Agreement, Sample Lease Agreement
Liens. Grantor warrantsNotwithstanding any provision of this Lease relating to improvements, covenants additions, alterations, repairs and/or reconstruction of or to the Leased Premises, Landlord and agrees Tenant hereby agree and confirm that (i) Landlord has not consented and will not consent to pay and promptly dischargethe furnishing of any labor or materials to the Leased Premises that would or may result in any mechanics' or material man's liens attaching to the Building or Landlord's interest in the Leased Premises, at Grantor's cost and expense(ii) Tenant is not the agent of Landlord for the purposes of any such improvements, all taxesadditions, assessments and governmental charges levied upon italterations, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lienrepairs and/or reconstruction, and all liens(iii) except as expressly provided herein, encumbrances Landlord has retained no control over the manner in which any such improvements, additions, alterations, repairs and/or reconstruction are or is accomplished, and charges upon has made no agreement to make or be responsible for any payment to or for the Trust Propertybenefit of any person furnishing labor and/or materials in connection therewith. No such person furnishing labor and/or materials to or for the account of Tenant shall be entitled to claim any lien against the Building or the interest of Landlord in the Leased Premises and such person(s) shall look solely to Tenant and the leasehold interest of Tenant under this Lease for satisfaction of any such claims. If, because of any act or omission of Tenant or any part thereof person claiming by, through or interest therein; provided that the existence of under Tenant, any mechanic's, laborer's, materialman's, suppliermaterial-man's or vendor's other lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien filed and/or asserted against the Trust Property ifLeased Premises or the Building or against other property of Landlord (whether or not such lien is valid or enforceable as such), Tenant shall, at its own expense, cause the same to be discharged of record or bonded over within thirty (30) days after the date of filing thereof, and so long asshall also indemnify Landlord and hold it harmless from any and all claims, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge losses, damages, judgments, settlements, costs and expenses, including attorneys' fees, resulting therefrom or by reason thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary . Landlord may, but shall not be required obligated to, pay or cause the claim upon which such lien is based so as to be discharged or bonded against) any have such Impositions, or claim notwithstanding such contestlien released of record; and, if in the reasonable opinion of BeneficiaryLandlord does so, then Tenant shall pay to Landlord, as additional rent, upon demand, the Trust Property amount of such claim, plus all other costs and expenses incurred in connection therewith, plus interest thereon at the Delinquency Interest Rate until paid. This section shall survive the expiration or any part thereof or interest therein may be in imminent danger earlier termination of being sold, forfeited, foreclosed, terminated, canceled or lostthis Lease.
Appears in 2 contracts
Samples: Lease Agreement (I Trax Inc), Lease Agreement (Symbion Inc/Tn)
Liens. Grantor warrantsTenant shall keep the Premises and the Project free from any mechanics’ liens, covenants vendors liens or any other liens arising out of any work performed, materials furnished or obligations incurred by Tenant, and Tenant agrees to defend, indemnify and hold Landlord harmless from and against any such lien or claim or action thereon, together with costs of suit and reasonable attorneys’ fees and costs incurred by Landlord in connection with any such claim or action. Before commencing any work of alteration, addition or improvement to the Premises, Tenant shall give Landlord at least ten (10) business days’ written notice of the proposed commencement of such work (to afford Landlord an opportunity to post appropriate notices of non-responsibility). In the event that there shall be recorded against the Premises or the Project or the property of which the Premises is a part any claim or lien arising out of any such work performed, materials furnished or obligations incurred by Tenant and such claim or lien shall not be removed or discharged within ten (10) days of filing, Landlord shall have the right but not the obligation to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when discharge said lien without regard to whether such taxes, assessments and charges are due and payable lien shall be lawful or correct (including, without limitation, all Impositionsin which case Tenant shall reimburse Landlord for any such payment made by Landlord within ten (10) days following written demand), as well as all or to require that Tenant promptly deposit with Landlord in cash, lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection money of the same and the sale United States, one hundred fifty percent (150%) of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine which sum may be retained by Landlord until such claim shall have been removed of record or penalty so determineduntil judgment shall have been rendered on such claim and such judgment shall have become final, together with all at which time Landlord shall have the right to apply such deposit in discharge of the judgment on said claim and any costs, interest including attorneys’ fees and penalties which may be payable in connection therewith; (e) costs incurred by Landlord, and shall remit the failure balance thereof to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostTenant.
Appears in 2 contracts
Samples: Standard Office Lease (Vital Therapies Inc), Standard Office Lease (Vital Therapies Inc)
Liens. Grantor warrants, covenants and agrees Without limiting Tenant’s right to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable conduct any Work (including, without limitation, any TO Separation Work and/or other Alterations) in accordance with (and subject to) the express provisions of this Lease, Tenant shall not (and shall have no power to) commit any act or enter into any agreement that may create or be the foundation for any lien, mortgage or other encumbrance upon Landlord’s right, title and interest in and to any Demised Premises or Property, or upon or in the Leased Improvements or other buildings or improvements now or hereafter located thereon, it being agreed that if Tenant performs (or causes to be performed) any Work or makes (or causes to be made) any Alterations or repairs with respect to any Demised Premises, or causes any material to be furnished or labor to be performed therein or thereon, then in each case neither Landlord nor such Demised Premises, Property or buildings or improvements shall under any circumstances be liable for the payment of any cost or expense thereof or incurred in connection therewith. Without limiting the requirement for Landlord’s consent thereto to the extent such consent is required under the applicable provisions of this Lease, all Impositions)such repairs, as well as all lawful claims for labor materials Alterations and supplies or otherwise which could become a lienother Work shall be made, and all lienssuch materials and labor shall be furnished and performed, encumbrances at Tenant’s sole cost and charges upon expense and Tenant shall be solely and wholly responsible to all applicable contractors, laborers and materialmen furnishing, making and/or performing the Trust Propertysame, all of which contractors, laborers and materialmen are hereby charged with notice that they must look solely and wholly to Tenant and Tenant’s interest in the Demised Premises to secure the payment of any bills for any of the foregoing. In addition to all other rights and remedies of Landlord under this Lease, and subject to the provisions of Section 4.2, in the event that any mechanic’s or materialman’s lien shall be filed against all or any part thereof or interest therein; provided that the existence portion of any mechanic's, laborer's, materialman's, supplier's Demised Premises or vendor's lien Tenant’s interest therein or right thereto shall not constitute a violation of this Section if payment is not yet due under (to the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest extent the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection results from any Tenant’s Acts) any other portion of the same and the sale of the Trust any Property or any part thereofCommon Areas or any Shopping Center with respect thereto, then in each case, except to satisfy the same; (c) unless funds are otherwise reservedextent the same results from any act or wrongful failure to act of Landlord or any Landlord Indemnified Party, Grantor Tenant shall furnish to Beneficiary promptly discharge such security as Beneficiary may reasonably request to insure lien, whether by payment of such Impositions and to secure and indemnify Beneficiary against any costthe indebtedness due, expenseby filing a bond (as provided by statute) or by providing a surety bond, loss or damage in connection with such contest or postponement each case, for one hundred ten percent (110%) of payment; (d) Grantor shall timely upon final determination thereof pay the amount of such lien as security therefor (each such action, a “Bond”). In the event that Tenant shall fail to Bond any such Impositionslien, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary Landlord may, but shall not be required obligated to, in addition to all other rights and remedies of Landlord under this Lease, at law or in equity, Bond such lien on Tenant’s behalf and Tenant shall thereafter immediately pay to Landlord, as Additional Rent, all Costs and Expenses incurred by Landlord in connection therewith (together with interest thereon (or cause to be discharged or bonded againston the portion not theretofore reimbursed, as applicable) any such Impositions, or claim notwithstanding such contest, if at the Default Rate until paid by Tenant in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostfull).
Appears in 2 contracts
Samples: Retail Master Lease (Copper Property CTL Pass Through Trust), Retail Master Lease (J C Penney Co Inc)
Liens. Grantor warrantsTenant shall promptly pay all charges for work, covenants materials, supplies and agrees to pay services performed or supplied in respect of the Premises by or on behalf of any Tenant Party. All work performed, materials furnished, or obligations incurred by or at the request of a Tenant Party shall be deemed authorized and promptly dischargeordered by Tenant only, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful Tenant shall not permit any liens or claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not liens to be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted filed against the Trust Property ifPremises or the Project in connection therewith. If such a lien is filed, and so long asthen Tenant shall, within ten business days after Landlord has delivered notice of the filing thereof to Tenant (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate or such earlier time period as may be necessary to prevent the enforcement or collection forfeiture of the same and Premises, the sale of the Trust Property Project or any part thereofinterest of Landlord therein or the imposition of a civil or criminal fine with respect thereto), to satisfy the same; either (c1) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of the lien into court and cause the lien to be released of record, or (2) diligently contest such lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord. If Tenant fails to timely take either such action, then Landlord may pay the lien claim (either to the claimant or into court), and any such Impositionsamounts so paid, claimincluding expenses and interest, fine shall be paid by Tenant to Landlord within ten business days after Landlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree that their relationship is and shall be solely that of “landlord-tenant” (thereby excluding a relationship of “owner-contractor,” “owner-agent” or penalty so determined, together with all costs, interest other similar relationships) and penalties which may be payable that Tenant is not authorized to act as Landlord’s common law agent or construction agent in connection therewith; with any work performed in the Premises. Accordingly, all materialmen, contractors, artisans, mechanics, laborers and any other persons now or hereafter contracting with Tenant, any contractor or subcontractor of Tenant or any other Tenant Party for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Premises, at any time from the date hereof until the end of the Term, are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed a consent by Landlord to any liens being placed upon the Premises, the Project or Landlord’s interest therein due to any work performed by or for Tenant or deemed to give any contractor or subcontractor or materialman any right or interest in any funds held by Landlord to reimburse Tenant for any portion of the cost of such work. Tenant shall defend, indemnify and hold harmless Landlord and its agents and representatives from and against all claims, demands, causes of action, suits, judgments, damages and expenses (eincluding actual, out-of-pocket attorneys’ fees) in any way arising from or relating to the failure by any Tenant Party to pay the Impositionsfor any work performed, materials furnished, or mechanic's obligations incurred by or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of at the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor a Tenant Party. This indemnity provision shall fail so to do, Beneficiary may, but shall not be required to, pay survive termination or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion expiration of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostthis Lease.
Appears in 2 contracts
Samples: Lease Agreement (Ciena Corp), Lease Agreement (Ciena Corp)
Liens. Grantor warrantsTrustor shall not cause, covenants incur suffer or permit to exist or become effective any lien, encumbrance or charge upon all or any part of the Property, the Improvements or any interest therein other than (a) easements, rights of way, covenants, conditions, restrictions, liens and agrees other title limitations approved in writing by Beneficiary prior to the execution of this Deed of Trust, and (b) immaterial easements and rights of way which are required by governmental authorities as a condition to the use and operation of the Improvements which are approved in writing by Beneficiary after the execution of this Deed of Trust (the “Permitted Encumbrances”). Trustor shall pay and promptly discharge, at Grantor's Trustor’s cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust PropertySecurity, or any part thereof or interest thereintherein other than the Permitted Encumbrances; provided provided, that the existence of any mechanic's’s, laborer's’s, materialman's’s, supplier's ’s or vendor's ’s lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor Trustor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and the right to contest in good faith contest the same by appropriate legal proceedings which validity of any such lien, encumbrance or charge, provided Trustor shall operate to prevent first deposit with the enforcement Beneficiary a bond or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish other security satisfactory to Beneficiary in such security amounts as Beneficiary may shall reasonably request to insure payment require, but not more than one hundred fifty percent (150%) of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of the claim or shall post a bond authorized by statute in lieu thereof, and provided further that Trustor shall thereafter diligently proceed to cause such lien, encumbrance or charge to be removed and discharged. If Trustor shall fail to remove and discharge any such Impositionslien, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositionsencumbrance, or mechanic's or materialman's or similar lien claim does not constitute a default under charge, then, in addition to any other deed right or remedy of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to doBeneficiary, Beneficiary may, but shall not be required obligated to, pay discharge the same, without inquiring into the validity of such lien, encumbrance or cause charge nor into the existence of any defense or offset thereto, either by paying the amount claimed to be discharged due, or bonded against) by procuring the discharge of such lien, encumbrance or charge by depositing in court a bond or the amount claimed, or otherwise giving security for such claim, in such manner as is or may be prescribed by law. Trustor shall, immediately upon demand therefor by Beneficiary, pay to Beneficiary an amount equal to all costs and expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the foregoing right to discharge any such Impositionslien, encumbrance or claim notwithstanding charge, together with interest thereon from the date of such contestexpenditure at the Agreed Rate and, if in the reasonable opinion of Beneficiaryuntil paid, the Trust Property or any part thereof or interest therein may such sums shall be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostsecured hereby.
Appears in 2 contracts
Samples: And Security Agreement, ochcd.org
Liens. Grantor warrantsNo work performed by Tenant pursuant to this Lease shall be deemed to be for the immediate use and benefit of Landlord so that no mechanic’s, covenants materialmen’s or other liens shall be allowed against the estate of Landlord by reason of any consent given by Landlord to Tenant to improve, alter or repair the Leased Premises. Tenant shall keep the Leased Premises, the Bank of America Building and agrees Bellevue Place free and clear of all liens and encumbrances arising out of any work performed for, materials furnished to pay and promptly dischargeobligations incurred by or on behalf of Tenant and Tenant shall indemnify and hold Landlord harmless from any liability from any and all costs, liabilities and expenses (including but not limited to attorneys’ fees and Landlord’s reasonable administrative costs and expenses) arising therefrom. Prior to commencing any improvement, alteration or repair work to the Leased Premises, Tenant shall provide to Landlord, at Grantor's Tenant’s sole cost and expense, separate payment and performance bonds for such work and materials in an amount equal to either (i) the actual contract price if the contract price is fixed, or (ii) one and one-half (1-1/2) times the estimated cost of the improvements, alterations or repairs which Tenant desires to make within the Leased Premises if the contract price is not fixed. Such bonds shall cover the faithful performance of the contract and payment of all taxesobligations arising therefrom and insure Landlord against any and all liability for mechanics’ and materialmen’s liens and other similar liens and insure the completion of such work. If any lien is filed against the Bank of America Building, assessments Bellevue Place or the Leased Premises by any person claiming by, through or under Tenant, Tenant shall, at Tenant’s sole cost and governmental charges levied upon itexpense, immediately discharge the same. If Tenant shall fail to cause such lien to be immediately discharged of record, then, in addition to any other right or remedy of Landlord, Landlord may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by Landlord, including any reasonable attorney’s fees incurred by Landlord in defending against or responding to such lien or in procuring its income and assets as and when such taxesdischarge of record, assessments and charges are shall be due and payable (including, without limitation, all Impositions), by Tenant as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostadditional rent.
Appears in 2 contracts
Samples: First Lease Addendum (Smartsheet Inc), Office Lease Exhibits (Smartsheet Inc)
Liens. Grantor warrantsBorrower shall not create, covenants and agrees incur, assume or suffer to pay and promptly dischargeexist any Lien on any portion of the Property except for Permitted Encumbrances; provided, however, after prior written notice to Agent, Borrower, at Grantor's cost and its own expense, all taxesmay contest by appropriate legal proceedings, assessments promptly initiated and governmental charges levied upon itconducted in good faith and with due diligence, its income and assets as and when such taxesthe amount or validity, assessments and charges are due and payable (includingin whole or in part, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's’s or materialman’s liens, laborer'sprovided that (a) no Event of Default has occurred and is continuing, (b) such proceeding shall suspend the collection of the mechanic’s or materialman's’s liens from Borrower and from the Property or Borrower shall have paid all of the mechanic’s or materialman’s liens under protest, supplier's or vendor's lien or right thereto (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoingdefault thereunder, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay neither the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or nor any part thereof or interest therein may will be in imminent reasonable danger of being sold, forfeited, foreclosed, terminated, canceled cancelled or lost, and (e) either (i) such lien shall be fully bonded, provided that Agent shall have approved such bond as to the form and issuer of same, in its reasonable discretion, or (ii) Borrower shall have deposited with Agent cash or other security as may be reasonably approved by Agent in an amount equal to one hundred ten percent (110%) of the amount of the Lien amount being contested in accordance with this Section 4.2.2 to insure the payment of the amounts relating to any such Lien, together with all interest and penalties thereon as determined by Agent in its reasonable discretion. Agent may pay over any such cash or other security held by Agent to the claimant entitled thereto at any time when, in the reasonable judgment of Agent, the entitlement of such claimant is established. Upon the payment in full of any Lien being contested in accordance with this Section 4.2.2, any excess additional security delivered by Borrower to Agent with respect thereto shall be released promptly to Borrower.
Appears in 2 contracts
Samples: Loan Agreement (Black Creek Diversified Property Fund Inc.), Loan Agreement (Black Creek Diversified Property Fund Inc.)
Liens. Grantor warrantsTenant shall give Landlord at least ten (10) days prior written notice (or such additional time as may be necessary under applicable laws) of the commencement of any Tenant's Work, covenants to afford Landlord the opportunity to post and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies record notices of non-responsibility. Tenant will not cause or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of permit any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted liens or encumbrances to be filed or exist against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and Premises or the Building or Tenant's interest in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage this Lease in connection with work done under this Article or in connection with any other work and Tenant agrees to defend, indemnify and hold harmless Landlord from and against any such contest lien or postponement claim or action thereon, together with costs of payment; suit and reasonable attorneys' fees incurred by Landlord in connection with any such claim or action. Tenant shall remove any such lien or encumbrance within thirty (d30) Grantor shall timely upon final determination thereof days from the date of their existence. If Tenant fails to do so, Landlord may, without being responsible to investigate the validity or lawfulness of the lien, pay the amount of or take such other action as Landlord deems necessary to remove any such Impositionslien or encumbrance or require that Tenant deposit with Landlord in cash and lawful money of the United States, one hundred fifty percent (150%) of the amount of such claim, fine which sum may be retained by Landlord until such claim shall have been removed of record or penalty so determineduntil judgment shall have been rendered on such claim and such judgment shall have become final, together with all at which time Landlord, shall have the right to apply such deposit in discharge of the judgment on said claim and any costs, interest including reasonable attorneys' fees incurred by Landlord, if any, and penalties which may shall remit the balance thereof to Tenant. The amounts so paid and costs incurred by Landlord shall be deemed Additional Rent under this Lease and payable in connection therewith; full within ten (e10) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostdays following written demand therefor.
Appears in 2 contracts
Samples: Lease (Archemix Corp.), Office Lease (Archemix Corp.)
Liens. Grantor warrantsTenant shall keep the Premises and the Project free from any mechanics’ liens, covenants vendors liens or any other liens arising out of any work performed, materials furnished or obligations incurred by Tenant, and Tenant agrees to defend, indemnify and hold Landlord harmless from and against any such lien or claim or action thereon, together with costs of suit and reasonable attorneys’ fees and costs incurred by Landlord in connection with any such claim or action. Before commencing any work of alteration, addition or improvement to the Premises, Tenant shall give Landlord at least ten (10) business days’ written notice of the proposed commencement of such work, except to the extent such notice has already been provided as a component of Landlord’s consent. In the event that there shall be recorded against the Premises or the Project or the property of which the Premises is a part any claim or lien arising out of any such work performed, materials furnished or obligations incurred by Tenant and such claim or lien shall not be removed or discharged by bond, title insurance or otherwise within ten (10) business days of notice to Tenant, Landlord shall have the right but not the obligation to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when discharge said lien without regard to whether such taxes, assessments and charges are due and payable lien shall be lawful or correct (including, without limitation, all Impositionsin which case Tenant shall reimburse Landlord for any such payment made by Landlord within ten (10) days following written demand), as well as all or to require that Tenant promptly deposit with Landlord in cash, lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection money of the same and the sale United States, one hundred twenty-five percent (125%) of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine which sum may be retained by Landlord until such claim shall have been removed of record or penalty so determineduntil judgment shall have been rendered on such claim and such judgment shall have become final, together with all at which time Landlord shall have the right to apply such deposit in discharge of the judgment on said claim and any costs, interest including attorneys’ fees and penalties which may be payable in connection therewith; (e) costs incurred by Landlord, and shall remit the failure balance thereof to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostTenant.
Appears in 2 contracts
Samples: Office Lease, Assignment of Sublease Agreement (Coinstar Inc)
Liens. Grantor warrantsThe interest of Landlord in the Premises shall not be subject in any way to any liens including construction liens, covenants for improvements to or other work performed with respect to the Premises by or on behalf of Tenant. The Tenant shall have no power or authority to create any lien or permit any lien to attach to the present estate, reversion, or other estate of Landlord in the Premises or in the Property and agrees to pay and promptly dischargeall mechanics, at Grantor's cost and expensematerialmen, all taxescontractors, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lienartisans, and all liens, encumbrances and charges upon other parties contracting with Tenant or its representatives or privies with respect to the Trust Property, Premises or any part thereof or interest therein; provided of the Premises are hereby charged with notice that they must look to the existence Tenant to secure payment of any mechanic's, laborer's, materialman's, supplier's xxxx for work done or vendor's lien material furnished or right thereto shall not constitute a violation for any other purpose during the term of this Section if payment is not yet due under Lease. Without limiting the contract which is generality of the foundation thereofforegoing, Tenant agrees to obtain and deliver to Landlord written and unconditional waivers of construction liens upon the Premises and the Property, for all work or materials to be furnished to the Premises at the request or direction of Tenant signed by all architects, engineers, designers, contractors, subcontractors, materialmen, and laborers who become involved in such work. Notwithstanding the foregoing, Grantor Tenant, at its expense, shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar cause any lien asserted filed against the Trust Property ifPremises or the Property, and so long asfor work or materials claimed to have been furnished to Tenant, to be discharged of record or properly transferred to a bond pursuant to Section 713.24, Florida Statutes (a) Grantor shall have notified Beneficiary of same 1991), within seven ten (710) days of obtaining knowledge thereof; (b) Grantor after notice thereof to Tenant. If Tenant shall diligently and fail to so discharge such lien or transfer it to a bond as required above, then, in good faith contest the same by appropriate legal proceedings which shall operate addition to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed right or remedy of trustLandlord, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, Landlord may but shall not be required toobligated to discharge or transfer the same to a bond. Any amount paid by Landlord for any of the aforesaid purposes, pay including reasonable attorneys fees (and to the extent permitted by law) shall be paid by Tenant to Landlord on demand as Additional Base Rental. Landlord shall have the right to post and keep posted on the Premises any notices that may be provided by law or cause which Landlord may deem to be discharged or bonded against) any proper for the protection of Landlord, the Premises and the Building from such Impositions, or claim notwithstanding such contest, if liens. Tenant shall notify every contractor making improvements to the Premises that the interest of the Landlord in the reasonable opinion Premises shall not be subject to liens for improvements to the Premises or for other work performed with respect to the Premises by or on behalf of BeneficiaryTenant. Upon request from Landlord, Tenant shall execute, acknowledge and deliver without charge a memorandum of lease or notice in recordable form containing a confirmation that the Trust interest of the Landlord in the Premises and Property shall not be subject to liens for improvements to the Premises or any part thereof for other work performed with respect to the Premises by or interest therein may be in imminent danger on behalf of being sold, forfeited, foreclosed, terminated, canceled or lostTenant.
Appears in 2 contracts
Samples: Office Lease Agreement (Correctional Services Corp), Office Lease Agreement (RDC International Inc)
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of Tenant shall not permit any mechanic's’s, laborer's, materialman's, supplier's materialmen’s or vendor's lien other liens to be filed against all or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; Project, the Site, the Building or the Premises, nor against Tenant’s leasehold interest in the Premises, by reason of or in connection with any repairs, alterations, improvements or other work contracted for or undertaken by Tenant or any other act or omission of Tenant or Tenant’s agents, employees, contractors, licensees or invitees. Tenant shall, at Landlord’s request, following final completion of any such repairs, alterations, or improvements provide Landlord with unconditional and final lien releases in the form required by applicable Law from all persons furnishing labor and/or materials with respect to the Premises with a cost in excess of $50,000. Landlord shall have the right at all reasonable times to post on the Premises and record any notices of non-responsibility which it deems necessary for protection from such liens. If any such liens are filed, Tenant shall, at its sole cost, cause such lien to be released of record or bonded to Landlord’s reasonable satisfaction within thirty (f30) notwithstanding the foregoingdays from notice to Tenant of such filing. If Tenant fails to cause such lien to be so released or bonded within thirty (30) days after such notice, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary Landlord may, but shall not be required towithout waiving its rights and remedies based on such breach, pay or and without releasing Tenant from any of its obligations, cause such lien to be discharged or bonded againstreleased by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. Tenant shall pay to Landlord, within thirty (30) days after receipt of invoice from Landlord, any sum paid by Landlord to remove such Impositionsliens, or claim notwithstanding together with interest at the Interest Rate from the date of such contestpayment by Landlord. NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, if in the reasonable opinion of BeneficiarySERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, the Trust Property or any part thereof or interest therein may be in imminent danger of being soldOR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, forfeitedAND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, foreclosed, terminated, canceled or lostSERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.
Appears in 2 contracts
Samples: QuantumScape Corp, QuantumScape Corp
Liens. Grantor warrantsTenant shall keep the Premises, covenants the Building, and the rest of the Facility free from liens arising out of any work or materials actually or allegedly performed or furnished, or obligations incurred, by or for Tenant (other than the work to be performed by Landlord pursuant to Exhibit B). Tenant agrees to indemnify and hold Landlord harmless from and against any and all claims for mechanics’, materialmen’s or other liens in connection with any Alterations, repairs, or any work performed, materials furnished, or obligations incurred by or for Tenant other than the work performed by Landlord pursuant to Exhibit B. In the event any such lien is filed, and Tenant has not provided Landlord with a lien release bond or other adequate security therefor, as provided below, Landlord may, upon thirty (30) days’ written notice to Tenant, without waiving Landlord’s rights based on such breach by Tenant and without releasing Tenant from any obligations hereunder, pay and promptly discharge, at Grantor's cost satisfy the same and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when in such taxes, assessments and charges are event the sums so paid by Landlord shall be due and payable by Tenant immediately without notice or demand, with interest from the date paid by Landlord through the date Tenant pays Landlord, at an interest rate equal to the Reference Rate (including, without limitation, all Impositionsas defined in Subsection 6.3.1 above) plus three percent (3%), as well as all lawful claims for labor materials and supplies . Tenant shall nevertheless have the right to contest or otherwise which could become a lien, and all liens, encumbrances and charges upon object to the Trust Property, amount or any part thereof or interest therein; provided that the existence validity of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary Premises or the Building arising out of same within seven (7) days work performed by or on behalf of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same Tenant by appropriate legal proceedings which shall operate so long as (a) Tenant notifies Landlord of Tenant’s intent to prevent the enforcement or collection contest such lien within thirty (30) days after Tenant has notice of the same imposition thereof, (b) Tenant, within such thirty (30) day period, furnishes Landlord with and arranges for recordation of a lien release bond complying with the requirements of Cal. Civil Code Section 3143 (or any successor statute) so as to release the lien from the Premises and the sale balance of the Trust Property Facility upon recordation of such bond, or any part thereof, with other security reasonably satisfactory to Landlord to satisfy the same; such claim or lien, (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment upon any final determination of such Impositions contest which is not appealable or is not being appealed by Tenant, Tenant pays the amount of such claim or lien then due (provided that Tenant shall at its sole cost post any bond required to pursue an appeal), and (d) Tenant’s indemnity set forth above in this Section 12 shall apply to secure and indemnify Beneficiary against any cost, expense, loss or damage all claims arising in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostobjection.
Appears in 2 contracts
Samples: Letter (Riverbed Technology, Inc.), Riverbed Technology, Inc.
Liens. Grantor warrantsTenant shall neither permit nor suffer an involuntary lien to be filed or affixed against the Building, covenants and agrees to pay and promptly dischargethe Leased Premises, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, fee simple title of the Land or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property leasehold estate therein or any part thereof, and shall not voluntarily grant any lien or security interest therein. In the event any such involuntary or voluntary lien, including without limitation, mechanic's lien and tax lien, is filed and/or affixed against the Building, the Leased Premises the fee simple title of the Land or any leasehold estate therein, or any part thereof, or against any fixtures, equipment, furnishings therein or all types of work and improvements comprising the Interior of the Leased Premises (which when completed shall constitute a part of the fee estate remainder subject to satisfy the same; terms and provisions of this Lease) and Tenant has not caused the same to be released and discharged of record within ten (c10) unless funds are otherwise reserveddays after notice thereof, Grantor same shall furnish constitute a default hereunder. Upon such default, in addition to Beneficiary such security as Beneficiary any other remedies available to Landlord herein, Landlord may reasonably request to insure payment release and discharge of such Impositions and lien, Tenant shall repay to secure and indemnify Beneficiary against Landlord immediately upon demand as Additional Rent hereunder all such sums disbursed or deposited by Landlord. Nothing contained herein, however, shall imply any cost, expense, loss consent or damage in connection with such contest agreement on the part of Landlord or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of anyone holding under Landlord to subject Landlord's interest to liability under any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's other lien law, regardless of whether the performance or similar lien claim does not constitute a default the furnishing of such work, labor, services or materials to Tenant or anyone holding under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor Tenant shall immediately upon request of Beneficiary pay (and if Grantor shall fail so have been consented to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostby Landlord.
Appears in 2 contracts
Samples: Center Lease Agreement (Dynacq International Inc), Hospital Lease Agreement (Dynacq International Inc)
Liens. Grantor warrantsTenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant shall keep Landlord, covenants the Premises and agrees the Building free from all liens, stop notices and violation notices relating to the work performed, materials furnished or obligations incurred by or for Tenant and Tenant shall protect, indemnify, hold harmless and defend Landlord, the Premises and the Building of and from any and all loss, cost, damage, liability and expense, including attorney's fees and costs, arising out of or related to any such liens or notices. During the progress of such work, Tenant shall, upon Landlord's request, furnish Landlord with sworn contractor's statements and lien waivers covering all work theretofore performed. Tenant shall satisfy or otherwise discharge all liens, stop notices or other claims or encumbrances within twenty (20) days after Tenant obtains knowledge that any such lien, stop notice, claim or encumbrance has been filed. If Tenant fails to pay and promptly dischargeremove such lien, claim or encumbrance within such twenty (20) days, or Tenant fails to diligently pursue, discharge or satisfy said lien, stop notice, claim or encumbrance, Landlord, at Grantor's cost its election, may pay and expensesatisfy the same and in such event the sums so paid by Landlord, all taxeswith interest from the date of payment as set forth in Section 3(e) hereof for amounts owed Landlord by Tenant, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are shall be deemed additional rent due and payable (including, by Tenant at once without limitation, all Impositions), as well as all lawful claims for labor materials and supplies notice or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereofdemand. Notwithstanding the foregoing, Grantor if Tenant is contesting any mechanics lien and provides to Landlord a bond reasonably satisfactory to Landlord and sufficient to remove the lien of record under California law, Landlord shall not be in default for failure have no right to pay or discharge Impositions or mechanic's or materialman's or similar such lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate after said bond has been provided to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostLandlord.
Appears in 2 contracts
Samples: Construction Agreement (NBC Internet Inc), Construction Agreement (Xoom Inc)
Liens. Grantor warrantsAt no time during the Term shall Lessee, covenants and agrees directly or indirectly, create, incur, assume or suffer to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies exist any Liens on or otherwise which could become a lien, and all liens, encumbrances and charges upon with respect to the Trust Leased Property, or any component thereof, right or title thereto or any interest or estate therein or in this Lease, except for Permitted Liens. Lessee will promptly remove and discharge any Liens (other than Permitted Liens) upon the Leased Property or any Rent payable hereunder which arises for any reason, including all Liens which arise out of the use, occupancy, construction, repair or rebuilding of the Leased Property or by reason of labor or materials furnished or claimed to have been furnished to Lessee or for the Leased Property. If any Lien (other than any Permitted Lien) is filed or recorded against any portion of the Leased Property, Rent, or any part thereof thereof, Lessee will cause such Lien to be discharged of record or interest thereinbonded (to the extent permitted by Applicable Law) or otherwise rendered void within THIRTY (30) days after notice thereof; provided provided, however, that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor Lessee shall not be in default for failure required to pay so discharge or discharge Impositions or mechanic's or materialman's or similar lien asserted against bond any such Lien while the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and is being contested in good faith contest the same by appropriate legal proceedings which diligently prosecuted so long as such proceedings shall operate to prevent the enforcement or collection not involve (i) any material risk of the same and the sale sale, forfeiture or loss of the Trust Leased Property or (ii) a material risk of reduction of the value, utility or remaining useful life (except to an insignificant extent) of the Leased Property, and shall not interfere with the disposition, of the Leased Property or any part thereof. If a final judgment, after the exhaustion of all appeals by Lessee, establishes the validity or existence of a Lien (other than a Permitted Lien) for any amount, Lessee shall promptly satisfy such judgment and release such Lien of record. If Lessee fails to satisfy pay any charge for which a Lien (other than a Permitted Lien) has been filed or recorded, as the same; case may be, Lessor, at its option, after THIRTY (c30) unless funds are otherwise reserveddays' prior written notice to Lessee, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the Lien and related costs and interest, and the amount of any such Impositions, claim, fine or penalty so determinedpaid, together with all costs, interest reasonable attorneys' fees and penalties which may be payable other reasonable expenses incurred by Lessor in connection therewith; (e) , will be immediately due from Lessee to Lessor, together with interest at a rate equal to the failure to pay Late Rate from the Impositionsdate any such payment was made by Lessor until Lessor is paid in full with such interest, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause all as Additional Rent. Nothing contained in this Lease is intended to be discharged or bonded against) should be deemed to be the consent or agreement of Lessor to the performance by any such Impositionscontractor, laborer, materialman or claim notwithstanding such contestvendor of any labor or services or for the furnishing of any materials for any construction, if in alteration, addition, repair or demolition of or to the reasonable opinion of Beneficiary, the Trust Leased Property or any part thereof or to subject Lessor's interest therein to liability under any mechanics' or other lien under Applicable Law. If either Lessor or Lessee receives notice that a Lien has been filed or is about to be filed against any portion of the Leased Property, or any action affecting title to the Leased Property has been commenced on account of work done for Lessee or materials furnished to Lessee, Lessor or Lessee, as the case may be in imminent danger be, shall promptly give the other party written notice of being sold, forfeited, foreclosed, terminated, canceled such Lien or lostaction.
Appears in 2 contracts
Samples: Lease Agreement (Royal Ahold), Lease Agreement (Royal Ahold)
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of Tenant shall not permit any mechanic's’s, laborer's, materialman's, supplier's materialmen’s or vendor's lien other liens to be filed against all or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; Project, the Site, the Building or the Premises, nor against Tenant’s leasehold interest in the Premises, by reason of or in connection with any repairs, alterations, improvements or other work contracted for or undertaken by Tenant or any other act or omission of Tenant or any Tenant Parties. Tenant shall, at Landlord’s request, provide Landlord with enforceable, unconditional and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay final lien releases (and if Grantor other evidence reasonably requested by Landlord to demonstrate protection from liens) from all persons furnishing labor and/or materials with respect to the Premises. Landlord shall fail have the right at all reasonable times to post on the Premises and record any notices of non-responsibility which it deems necessary for protection from such liens. If any such liens are filed, Tenant shall, at its sole cost, immediately cause such lien to be released of record or bonded to Landlord’s reasonable satisfaction so that it no longer affects title to dothe Project, Beneficiary the Site, the Building or the Premises. If Tenant fails to cause such lien to be so released or bonded within twenty (20) days after filing thereof, Landlord may, but shall not be required towithout waiving its rights and remedies based on such breach, pay or and without releasing Tenant from any of its obligations, cause such lien to be discharged or bonded againstreleased by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. Tenant shall pay to Landlord within five (5) days after receipt of invoice from Landlord, any sum paid by Landlord to remove such Impositionsliens, or claim notwithstanding together with interest at the Interest Rate from the date of such contestpayment by Landlord. NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, if in the reasonable opinion of BeneficiarySERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, the Trust Property or any part thereof or interest therein may be in imminent danger of being soldOR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, forfeitedAND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, foreclosed, terminated, canceled or lostSERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.
Appears in 2 contracts
Samples: Work Letter Agreement (Auspex Pharmaceuticals, Inc.), Work Letter Agreement (Hi/Fn Inc)
Liens. Grantor warrantsBorrower shall not create, covenants incur, assume or suffer to exist any Lien on any of Borrower’s right, title or interest in and agrees to the Property, except for Permitted Encumbrances. Within thirty (30) days of the filing of any such Lien (or such sooner period as may be required in the event the Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien), Borrower shall either pay and promptly dischargeor otherwise cause such Lien to be discharged from the Property. After prior written notice to Lender, Borrower, at Grantor's cost and its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of the Lien, provided that (i) no Default (other than a Default that is the subject matter being contested) or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the applicable provisions of any other instrument to which Borrower or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all taxesapplicable statutes, assessments laws and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable ordinances; (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon iii) the Trust Property, or Property nor any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall therein will not be in default for failure to pay danger of being sold, forfeited, terminated, cancelled or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereoflost; (biv) Grantor Borrower shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely promptly upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determinedLien (and perform any such act to discharge the same of record), together with all costs, interest and penalties which may be payable in connection therewith; (ev) such proceeding shall suspend the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part enforcement of the Trust Lien by any party against the Property; and (fvi) notwithstanding Borrower shall furnish such security as may be required in the foregoingproceeding in order to suspend the enforcement of such Lien, Grantor shall immediately upon request of Beneficiary pay or as may be reasonably requested by Lender, to insure the payment (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded againstdischarge from record) of any such ImpositionsLien, together with all interest and penalties thereon. Lender may pay over any such cash deposit or claim notwithstanding such contestpart thereof held by Lender to the claimant entitled thereto at any time when, if in the reasonable opinion judgment of BeneficiaryLender, the Trust entitlement of such claimant is established or the Property (or any part thereof or interest therein may therein) shall be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled cancelled or lostlost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.
Appears in 2 contracts
Samples: Loan Agreement (MPG Office Trust, Inc.), Loan Agreement (Maguire Properties Inc)
Liens. Grantor warrants, covenants Tenant shall at all times hold Landlord free and agrees to pay harmless and promptly discharge, at Grantor's cost and expense, indemnify Landlord against all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor or materials in connection with all construction work, operations, Improvements, alterations, or repairs on or to the Premises, and supplies the costs of defending against such claims, including reasonable attorneys’ fees and costs. If any construction work, Improvements, alterations or repairs are made to the Premises by Tenant or by any party other than Landlord, and a lien or notice of lien is filed, Tenant shall within five (5) Business Days of such filing either: (i) take all actions necessary to record a valid release of lien, or (ii) file with Landlord a bond, cash, or other security acceptable to Landlord sufficient to pay in full all claims of all persons seeking relief under the lien. Copies of duly executed conditional and final waivers of mechanics’ lien rights shall be provided to Landlord concurrently with their delivery to the construction lender or, if there is no such lender, then on a monthly basis on the last day of each month for releases executed during such month. If Tenant (or any contractor or subcontractor, as applicable) does not cause to be recorded the bond described in California Civil Code Section 8424, or otherwise which could become a lienprotect the Premises and Improvements under any alternative or successor statute, and all liens, encumbrances and charges upon a final judgment has been rendered against Tenant by a court of competent jurisdiction for the Trust Property, or any part thereof or interest therein; provided that the existence foreclosure of any a mechanic's, laborer's’s, materialman's’s, supplier's contractor’s or vendor's subcontractor’s lien claim, and if Tenant fails to stay the execution of judgment by lawful means or right thereto to pay the judgment, Landlord shall have the right, but not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoingduty, Grantor shall not be in default for failure to pay or discharge Impositions otherwise discharge, stay or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereofexecution of, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositionsjudgment or lien or both. Upon any such payment by Landlord, claimTenant shall immediately, fine or penalty so determinedupon receipt of written request therefor made by Landlord, reimburse Landlord for all sums paid by Landlord under this paragraph, together with all Landlord’s reasonable attorneys’ fees and costs, plus interest and penalties which may be payable at the maximum allowable legal rate then in connection therewith; (e) effect in California, from the failure to pay date of payment until the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed date of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostreimbursement.
Appears in 2 contracts
Samples: Ground Lease Template, Ground Lease Template
Liens. Grantor warrantsSubject to the exceptions hereinafter stated in Section 5.1, covenants MBPI officially warrants and agrees represents to pay and promptly dischargeMPM, at Grantor's cost and expensethat during the Term, all taxesneither MBPI nor the Authority shall act in any way whatsoever, assessments and governmental charges levied upon iteither directly or indirectly, its income and assets as and when such taxesto cause any person or entity to become an encumbrancer or lienholder of any Facility asset other than the Lender(s) (for the avoidance of doubt, assessments and charges are due and payable (including, without limitation, all Impositionsincluding any secured party under the Bank Loan Documents), as well as or to allow any person or entity to obtain any interest in this Agreement without the prior written consent of MPM, and, where applicable, consent from the United States. MPM specifically warrants and represents to MBPI, that during the Term, MPM shall not act in any way, directly or indirectly, to cause any person or entity to become an encumbrancer or lienholder of any Facility asset other than the secured parties under the Bank Loan Documents, or to obtain any interest in this Agreement without prior consent of MBPI and, where applicable, the United States. MBPI and MPM shall keep the Facility free and clear of all lawful claims enforceable mechanics’ and other enforceable liens resulting from the construction of the Facility and all other enforceable liens which may attach to any Facility asset, which shall at all times remain the property of the United States in trust for labor materials MBPI. If any such lien is claimed or filed, it shall be the duty of MBPI to discharge or take the legal action to contest the claim or the lien within thirty (30) days after having been given written notice of such claim either by payment to the claimant or by the posting of a bond and supplies the payment into the court of the amount necessary to relieve and discharge or otherwise discharge the Facility asset from such claim, or in any other manner which could become a lienwill result in the discharge or stay of such claim, and all liens, encumbrances and charges upon the Trust Property, or MPM is authorized to act on behalf of MBPI to discharge any part thereof or interest therein; provided liens if MBPI fails to take appropriate action towards that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, goal within that thirty (a30) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostday period.
Appears in 2 contracts
Samples: Management Agreement, Management Agreement (Station Casinos Corp.)
Liens. Grantor warrantsThe Credit Parties and the Subsidiaries and Affiliates shall not sell, covenants and agrees pledge, assign or transfer to pay and promptly dischargeany other Person, at Grantor's cost and expenseor grant, create, incur, assume, suffer or permit to exist any Lien on all taxesor any portion of the Collateral or the Required Payments, assessments and governmental charges levied upon itother than Permitted Liens, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies whether now existing or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Propertyhereafter transferred hereunder, or any part thereof or interest therein; provided that , and the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto Credit Parties and the Subsidiaries and Affiliates shall not constitute sell, pledge, assign or suffer to exist any Lien, or any circumstance which, if adversely determined, would be reasonably likely to give rise to a violation of this Section Lien, on its interest, if payment is not yet due any, hereunder or under the contract which other Credit Documents. Immediately upon notice to any Credit Party of a Lien or any circumstance which, if adversely determined would be reasonably likely to give rise to a Lien (other than in favor of the Administrative Agent or created by or through the Administrative Agent), on all or any portion of the Collateral or the Required Payments, the Borrowers shall notify the Administrative Agent and the Borrowers shall further defend the Collateral and the Required Payments against, and will take such other action as is necessary to remove, any Lien or claim on or to the foundation thereofCollateral or the Required Payments (other than any Permitted Liens created under this Agreement and the Credit Documents), and the Borrowers shall defend the right, title and interest of the Credit Parties and their Subsidiaries and Affiliates in and to any of the Collateral and the Required Payments against the claims and demands of all Persons whomsoever. Notwithstanding the foregoing, Grantor if a Credit Party or any Subsidiary or Affiliate shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection gxxxx x Xxxx on any of the same Collateral or Required Payments in violation of this Section, then it shall be deemed to have simultaneously granted an equal and the sale ratable Lien on any such Collateral or Required Payments in favor of the Trust Property or any part thereof, to satisfy Administrative Agent for the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part ratable benefit of the Trust Property; and (f) notwithstanding Lenders to the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so extent such Lien has not already been granted to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostAdministrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (CapLease, Inc.), Credit Agreement (Arbor Realty Trust Inc)
Liens. Grantor warrantsTenant shall keep the Premises and the Project free from any mechanics’ liens, covenants vendors liens or any other liens arising out of any Alterations performed, materials furnished or obligations incurred by Tenant, and Tenant agrees to defend, indemnify and hold Landlord harmless from and against any such lien or claim or action thereon, including but not limited to the lienholder’s claim for legal fees or court costs, together with costs of suit and reasonable attorneys’ fees and costs incurred by Landlord in connection with any such claim or action. Before commencing any work of Alteration to the Premises. Tenant shall give Landlord at least ten (10) business days’ written notice of the proposed commencement of such Alteration work (to afford Landlord an opportunity to post appropriate notices of non-responsibility). If there shall be recorded against the Premises or the Project or the property of which the Premises is a part any claim or lien arising out of any such Alteration work performed, materials furnished or obligations incurred by Tenant and such claim or lien shalt not be removed or discharged within ten (10) days of filing, Landlord shall have the right hut not the obligation to pay and discharge said lien without regard to whether such lien shall be lawful or correct (in which event Tenant shall reimburse Landlord for any such payment made by Landlord within three (3) business days following written demand therefor), or to require that Tenant promptly dischargedeposit with Landlord in cash. lawful money of the United States, one hundred fifty percent (150%) of the amount of such claim, which sum may be retained by Landlord until such claim shall have been removed of record or until judgment shall have been rendered on such claim and such judgment shall have become final, at Grantor's cost which time Landlord shall have the right to apply such deposit in discharge of the judgment on said claim and expenseany costs, all taxes, assessments including attorneys’ fees and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a liencosts incurred by Landlord, and all liens, encumbrances and charges upon shall remit the Trust Property, or any part balance thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereofto Tenant. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay however should the amount of any such Impositionsjudgment exceed the deposit as herein required, claimTenant shall indemnify, fine or penalty defend and hold Landlord harmless as against any judgment amount so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostunsatisfied.
Appears in 2 contracts
Samples: Office Lease (Castle Biosciences Inc), Office Lease (Castle Biosciences Inc)
Liens. Grantor warrantsLessee shall keep the Premises and every portion of the Premises free from ‘any and all mechanics’, covenants material men’s and agrees to pay other liens, and promptly dischargeclaims thereof, arising out of any work performed, materials furnished or obligations incurred by or for Lessee. Lessor may require, at Grantor's Lessor’s sole option, that Lessee provide to Lessor at Lessee’s sole cost and expenseexpense a payment and performance bond, or its equivalent, in an amount equal to one and one half (1-1/2) times any and all taxesestimated costs of any Alterations to the Premises, assessments to insure Lessor against any liability for mechanics’ and governmental charges levied upon itmaterial men’s liens and to insure completion of the work. Lessee shall indemnify, its income defend with counsel reasonably acceptable to Lessor and assets as hold Lessor harmless from and when such taxesagainst any liens, assessments and charges are due and payable demands, claims, actions, suits, proceedings, orders, losses, costs, damages, liabilities, penalties, expenses, judgments or encumbrances (including, without limitation, attorneys’ fees) arising out of any work or services performed or materials furnished by or at the direction of Lessee or any of Lessee’s Agents or any contractor retained by Lessee with respect to the Premises. Lessor shall have the right, at all Impositions)times, as well as all lawful claims to post and keep posted on the Premises, any notices permitted or required by law, or which Lessor shall deem proper, for labor materials and supplies or otherwise which could become a lienthe protection of Lessor, the Premises, and all any other party having an interest therein, from mechanics’ and material men’s liens, encumbrances and charges including, without limitation, a notice of non-responsibility. Lessee shall give written notice to Lessor fifteen (15) days prior to employing any laborer or contractor to perform services related to, or receiving materials for use upon the Trust PropertyPremises, and prior to the commencement of any work of improvement on the Premises. Should any claims of lien relating to work performed, materials furnished or obligations incurred by Lessee be filed against, or any action be commenced affecting the Premises, any part of thereof or and/or Lessee’s interest therein; provided that , Lessee shall give Lessor notice of such lien or action within three (3) days after Lessee receives notice of the existence filing of the lien or the commencement of the action. If Lessee does not, within twenty (20) days following the imposition of any mechanic'ssuch lien, laborer'scause such lien to be released of record by payment or posting of a proper bond, materialman'sLessor shall have, supplier's or vendor's in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as it shall deem proper, including by payment of the claim giving rise to such lien or right thereto shall not constitute by posting a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoingproper bond, Grantor shall not be in default or by requiring Lessee to post for failure Lessor’s benefit a bond, surety, or cash amount equal to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, one and so long as, one-half (a1-1/2) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay times the amount of any such Impositions, claim, fine or penalty so determined, together with lien and sufficient to release the Premises from the lien. All sums paid by Lessor pursuant to this Article 12 and all costs, interest expenses incurred by it in connection therewith including reasonable attorneys’ fees and penalties which may costs shall be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostLessor by Lessee as additional rent on demand.
Appears in 2 contracts
Samples: Lease Agreement (Asante Solutions, Inc.), Lease Agreement (Asante Solutions, Inc.)
Liens. Grantor warrants, covenants The Custodian shall have a lien on a Fund's Assets held by the Custodian (other than Assets held in a segregated margin account or otherwise already pledged by the Fund) in an amount necessary to secure payment of fees and agrees expenses for the services rendered to pay and promptly discharge, at Grantor's cost and expense, all the Fund under this Agreement. If the Custodian advances cash or securities to the Fund for any purpose or in the event that the Custodian or its nominee shall incur or be assessed any taxes, assessments charges, expenses, assessments, claims or liabilities in connection with the performance of its duties hereunder, except such as may arise from its or its nominee's negligent action, negligent failure to act or willful misconduct, any Assets (other than Assets held in a segregated margin account or otherwise already pledged by the Fund) at any time held by the Custodian for a Fund in the amount thereof shall be security therefor and governmental charges levied upon itthe Fund hereby grants a security interest therein to the Custodian, its income and assets as and when provided that the Custodian's security interest in any particular Assets shall terminate at the time the Fund pays the Custodian the amount of the obligation giving rise to such security interest. A Fund shall promptly reimburse the Custodian for any such advance of cash or securities or any such taxes, assessments and charges are due and payable (charges, expenses, assessments, claims or liabilities upon request for payment, but should the Fund fail to so reimburse the Custodian, the Custodian shall be entitled to dispose of such Assets to the extent necessary to obtain reimbursement. The Custodian shall be entitled to debit any cash account of the Fund with the Custodian including, without limitation, all Impositions)the Custody Account, as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with any such contest or postponement of payment; (d) Grantor advance and any interest on such advance as the Bank deems reasonable. The Custodian shall timely upon final determination thereof pay the amount provide a Fund with prompt subsequent notice of any such Impositions, claim, fine charge against a cash account hereunder and shall give at least two (2) business days prior notice of the liquidation or penalty so determined, together with all costs, interest and penalties which may be payable other disposition of other Assets subject to lien in connection therewith; (e) with satisfaction of any amount owing to the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostCustodian.
Appears in 2 contracts
Samples: Custody Agreement (Lend Lease Funds), Custody Agreement (Lend Lease Funds)
Liens. Grantor warrants, covenants and agrees to pay and promptly discharge, at Grantor's cost and expense, Tenant shall do all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate things necessary to prevent the enforcement filing of any construction, mechanics’ or collection of other liens or encumbrances against the same and Building or the sale of the Trust Property Land, or any part thereof, or upon any interest of Landlord or any mortgagee of the Land and/or the Building, by reason of work, labor, services, or materials supplied or claimed to satisfy have been supplied to Tenant, or anyone holding the same; Leased Premises, or any part thereof, through or under Tenant. If any such lien or encumbrance shall at any time be filed against the Leased Premises, or any portion thereof, Tenant shall either cause same to be discharged of record within thirty (c30) unless funds are otherwise reserveddays after the date of filing of same or, Grantor if Tenant in good faith determines that such lien should be contested, Tenant shall furnish to Beneficiary such security as Beneficiary may reasonably request Landlord shall determine to insure payment be necessary and/or required to prevent any foreclosure proceedings against the Leased Premises, or any portion thereof, during the pendency of such Impositions contest, and Tenant shall cause the title insurance company or companies insuring the respective interests in the Leased Premises of Landlord and/or Landlord’s mortgagee(s) in any portion of the Leased Premises to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with remove such contest or postponement of payment; (d) Grantor lien as a matter affecting title to the Leased Premises. If Tenant shall timely upon final determination thereof pay the amount of fail to discharge any such Impositionslien or encumbrance within such period or fail to furnish such security, claimthen, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure addition to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed right or remedy of trustLandlord resulting from said default of Tenant, mortgage or security interest covering or affecting any part of the Trust Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary Landlord may, but shall not be required obligated to, pay or cause discharge the same either by paying the amount claimed to be discharged due or bonded against) any by procuring the discharge of such Impositionslien by giving security or in such other manner as is, or may be, prescribed by law, and all costs, expenses, and other sums of money spent by Landlord in connection therewith shall constitute an Advance. All materialmen, contractors, artisans, mechanics, laborers, and any other persons now or hereafter contracting with Tenant for the furnishing of any labor, services, materials, supplies, or equipment with respect to any portion of the Leased Premises, are hereby charged with notice that they must look exclusively to Tenant to obtain payment for same. Tenant shall indemnify and defend Landlord from and against any liability, loss, damage, costs, attorneys’ fees, and any other expense incurred as a result of claims of lien by any person performing work or furnishing materials or supplies for Tenant or any person claiming under Tenant, which indemnity obligation shall survive the expiration or termination of this Lease. Tenant shall give Landlord notice of the intended commencement date at least ten (10) days prior to the commencement of any work for which a claim notwithstanding such contest, if of lien may be filed to enable Landlord to post notices of non-responsibility or any other notices which Landlord deems necessary for the proper protection of Landlord’s interest in the Leased Premises and Landlord shall have the right to enter the Leased Premises and post such notices at any reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or losttime.
Appears in 2 contracts
Samples: Lease (Esperion Therapeutics, Inc.), Lease (Esperion Therapeutics, Inc.)
Liens. Grantor warrantsTenant shall pay when due all claims for labor, covenants materials and agrees to pay services furnished by or at the request of Xxxxxx. Tenant shall keep the Premises, the Building and promptly dischargethe Property free from all liens, at Grantor's cost security interests (with the exception of security instruments on equipment leased by Tenant) and expense, all taxes, assessments and governmental charges levied upon it, its income and assets as and when such taxes, assessments and charges are due and payable encumbrances (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Property, or any part thereof or interest therein; provided that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Notwithstanding the foregoing, Grantor shall not be in default for failure to pay or discharge Impositions or mechanic's liens and stop notices) created as a result of or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Trust Property or any part thereof, to satisfy the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage arising in connection with any Alterations or any other labor, services or materials provided for or at the request of Tenant or any other act or omission of Tenant or persons claiming through or under Tenant (such contest or postponement of paymentliens, security interests and encumbrances singularly and collectively are herein called "Liens"). Tenant shall not use materials in connection with the Alterations that are subject to any Liens. Tenant shall indemnify, protect, defend and hold Landlord harmless from and against: (i) all Liens; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (eii) the failure to pay the Impositions, removal of all Liens and any actions or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Trust Propertyproceedings related thereto; and (fiii) notwithstanding all actions, claims, damages, liabilities, costs and expenses (including attorneys’ fees) in connection with the foregoing. If Tenant fails to keep the Premises, Grantor shall immediately upon request of Beneficiary pay the Building and the Property free from Liens then, in addition to all other rights and remedies available to Landlord, Landlord may take any action necessary to discharge such Liens, including payment to the claimant on whose behalf the Lien was filed. Any sums expended by Landlord (including, without limitation, administrative costs and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded againstattorneys’ fees) in connection with any such Impositions, or claim notwithstanding such contest, if action shall be payable by Tenant on demand with interest thereon from the date of expenditure by Landlord at the Interest Rate. Neither Xxxxxxxx's curative action nor the reimbursement of Landlord by Tenant shall cure Tenant's default in failing to keep the reasonable opinion of BeneficiaryPremises, the Trust Building and the Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostfree from Liens.
Appears in 2 contracts
Samples: Office Lease (GRI BIO, Inc.), Office Lease (Vallon Pharmaceuticals, Inc.)
Liens. Grantor warrantsThe Credit Parties and the Subsidiaries and Affiliates shall not sell, covenants and agrees pledge, assign or transfer to pay and promptly dischargeany other Person, at Grantor's cost and expenseor grant, create, incur, assume, suffer or permit to exist any Lien on all taxesor any portion of the Collateral or the Required Payments, assessments and governmental charges levied upon itother than Permitted Liens, its income and assets as and when such taxes, assessments and charges are due and payable (including, without limitation, all Impositions), as well as all lawful claims for labor materials and supplies whether now existing or otherwise which could become a lien, and all liens, encumbrances and charges upon the Trust Propertyhereafter transferred hereunder, or any part thereof or interest therein; provided that , and the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto Credit Parties and the Subsidiaries and Affiliates shall not constitute sell, pledge, assign or suffer to exist any Lien, or any circumstance which, if adversely determined, would be reasonably likely to give rise to a violation of this Section Lien, on its interest, if payment is not yet due any, hereunder or under the contract which other Credit Documents. Immediately upon notice to any Credit Party of a Lien or any circumstance which, if adversely determined would be reasonably likely to give rise to a Lien (other than in favor of the Administrative Agent or created by or through the Administrative Agent), on all or any portion of the Collateral or the Required Payments, the Borrowers shall notify the Administrative Agent and the Borrowers shall further defend the Collateral and the Required Payments against, and will take such other action as is necessary to remove, any Lien or claim on or to the foundation thereofCollateral or the Required Payments (other than any Permitted Liens created under this Agreement and the Credit Documents), and the Borrowers shall defend the right, title and interest of the Credit Parties and their Subsidiaries and Affiliates in and to any of the Collateral and the Required Payments against the claims and demands of all Persons whomsoever. Notwithstanding the foregoing, Grantor if a Credit Party or any Subsidiary or Affiliate shall not be in default for failure to pay or discharge Impositions or mechanic's or materialman's or similar lien asserted against the Trust Property if, and so long as, (a) Grantor shall have notified Beneficiary of same within seven (7) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection xxxxx x Xxxx on any of the same Collateral or Required Payments in violation of this Section, then it shall be deemed to have simultaneously granted an equal and the sale ratable Lien on any such Collateral or Required Payments in favor of the Trust Property or any part thereof, to satisfy Administrative Agent for the same; (c) unless funds are otherwise reserved, Grantor shall furnish to Beneficiary such security as Beneficiary may reasonably request to insure payment of such Impositions and to secure and indemnify Beneficiary against any cost, expense, loss or damage in connection with such contest or postponement of payment; (d) Grantor shall timely upon final determination thereof pay the amount of any such Impositions, claim, fine or penalty so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Impositions, or mechanic's or materialman's or similar lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part ratable benefit of the Trust Property; and (f) notwithstanding Lenders to the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so extent such Lien has not already been granted to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Impositions, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary, the Trust Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, canceled or lostAdministrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Northstar Realty), Credit Agreement (Northstar Realty)
