Common use of Liquidated Defects Clause in Contracts

Liquidated Defects. On or prior to Closing, Seller shall be unconditionally obligated to cure or remove the following Defects (the “Liquidated Defects”), whether described in the Title Commitment, or first arising or first disclosed by the Title Company (or otherwise) to Buyer after the date of the Title Commitment, and whether or not raised in a Title Objection Notice (defined below): (a) liens securing a mortgage, deed of trust or trust deed evidencing an indebtedness of Seller; (b) judgment liens against Seller or its managing agent; (c) liens for delinquent real estate taxes or assessments; (d) broker’s liens based on the written agreement of Seller or its managing agent; and (e) any mechanics liens that are based upon a written agreement between either (x) the claimant (a “Contract Claimant”) and Seller or its managing agent, or (y) the Contract Claimant and any other contractor, supplier or materialman with which Seller or its managing agent has a written agreement. Notwithstanding anything to the contrary set forth herein, if, prior to Closing, Seller fails to so cure or remove (or insure over, in a form and substance reasonably acceptable to Buyer) all Liquidated Defects, then Buyer may either (1) terminate this Agreement by written notice to Seller, in which event the provisions of Section 18.8 governing a permitted termination by Buyer of the entire Agreement shall apply; or (2) proceed to close with title to the Property as it then is, with the right to deduct from the Purchase Price a sum equal to the aggregate amount necessary to cure or remove (by endorsement or otherwise, as reasonably determined by Buyer, acting in good faith) the Liquidated Defects. Seller may extend Closing by up to ten (10) business days to cure and remove Liquidated Defects.

Liquidated Defects. On or prior to Closing, Seller shall be unconditionally obligated to cure or remove the following Defects (the “Liquidated Defects”), whether described in the Title Commitment, or first arising or first disclosed by the Title Company (or otherwise) to Buyer after the date of the Title Commitment, and whether or not raised in a Title Objection Notice (defined below): ) or otherwise becoming known to Buyer following the Effective Date pursuant to an Update or otherwise: (a) liens securing a mortgage, deed of trust or trust deed evidencing an indebtedness of Seller, a Selling Subsidiary or any prior fee owner of a Property; (b) judgment liens against Seller Seller, a Selling Subsidiary or its managing agentany prior fee owner of a Property; (c) liens for delinquent income tax or past due real estate taxes or assessmentstax liens; (d) broker’s other liens based on the written agreement of Seller or its managing agenttitle defects in a liquidated, specified or ascertainable amount; and (e) any mechanics liens that are based upon a written agreement between either (x) the claimant (a “Contract Claimant”) and Seller or its managing agent, or (y) the Contract Claimant and any other contractor, supplier or materialman with which Seller or its managing agent has a written agreementliens. Notwithstanding anything to the contrary set forth herein, if, on or prior to Closingthe Closing Date, Seller fails to so cure or remove (or insure overover at its expense, in a form and substance reasonably acceptable to Buyer) all Liquidated Defects, then Buyer may either (1) terminate this Agreement by written notice to Seller, in which event the provisions of Section 18.8 governing a permitted termination by Buyer of the entire Agreement shall apply; or (2) as its sole and exclusive remedy proceed to close with title to the each Property as it then is, with the right to deduct from use a portion of the Purchase Price a sum equal (to the aggregate amount necessary be reasonably agreed upon by Buyer and Seller) to cure or remove (by endorsement or otherwise, as reasonably determined by Buyer, acting in good faith) the Liquidated DefectsDefects if Buyer can obtain financing for such Property under its existing credit arrangements or if it cannot obtain such financing as a result of the Liquidated Defect, it shall treat such Liquidated Defect as an Other Defect. In the event Buyer and Seller are unable to agree on the amount necessary to cure or remove any Liquidated Defect or to the extent required in order for Buyer to obtain financing for a Property under its existing credit arrangements, Buyer shall require Seller to deposit at Closing in an account with the Title Company, or, if required by Buyer’s lenders after Buyer’s use of commercially reasonable efforts to have such lenders waive such requirement, an account with such lenders, in either case pursuant to an escrow agreement reasonably acceptable to Seller and Buyer, an amount equal to the greater of $1,000 per affected Property or 120% of the sum (to be reasonably determined by Buyer) of the aggregate disputed amount (such deposited amount, the “Specially Permitted Lien Deposit”). Seller may extend Closing by up to ten (10) business days shall use reasonable efforts, and Buyer shall reasonably cooperate with Seller, to cure or remove any Liquidated Defect for which Seller has made a Specially Permitted Lien Deposit for a period of ninety (90) days and shall have the right to direct the Title Company or Buyer’s lenders, as applicable, to disburse all or any portion of the Specially Permitted Lien Deposit for such purpose (and if the same is cured for an amount less than such Specially Permitted Lien Deposit, Seller shall be entitled to retain an amount equal to the Specially Permitted Lien Deposit for such Property less the amount actually paid by Seller to cure or remove such Liquidated DefectsDefect). If after such ninety (90) day period Seller fails to cure such Liquidated Defect, Buyer shall be entitled to retain the entire Specially Permitted Lien Deposit and thereafter Seller shall have no further obligations in respect of such Liquidated Defect. If applicable, Buyer shall use reasonable efforts to collect the amount of the Liquidated Defect paid (or credited) by Seller to Buyer on account of mechanics liens from the applicable Tenants in the ordinary course of its business (which shall not include any obligation to pursue eviction or other legal remedies against Tenant) for a period of ninety (90) days, and will reimburse Seller the same promptly upon collection thereof. Notwithstanding anything to the contrary contained herein, Seller reserves all claims and causes of action against Tenants who have initiated work from which mechanic’s liens have arisen and Seller may commence and prosecute a contract action against Tenants after Closing to collect any payments made by Seller on account of such mechanics liens, provided no such action shall seek termination of the Lease, eviction of a Tenant, or any levy against a Tenant’s interest in its Lease and no such action shall be commenced sooner than ninety (90) days after the Closing Date.

Liquidated Defects. On or prior to Closing, Seller shall be unconditionally obligated to cure or remove the following Defects (the “"Liquidated Defects”"), whether described in the Title Commitment, or first arising or first disclosed by the Title Company (or otherwise) to Buyer after the date of the Title Commitment, and whether or not raised in a Title Objection Notice (defined below): (a) liens securing a mortgage, deed of trust or trust deed evidencing an indebtedness of Seller; (b) judgment liens against Seller or its managing agentSeller; (c) liens for delinquent real estate taxes or assessments; (d) broker’s 's liens based on the written agreement of Seller or its managing agentSeller; and (e) any mechanics liens that are based upon a written agreement between either (x) the claimant (a “"Contract Claimant”") and Seller or its managing agent, or (y) the Contract Claimant and any other contractor, supplier or materialman with which Seller or its managing agent has a written agreement. Notwithstanding anything to the contrary set forth herein, if, prior to Closing, Seller fails to so cure or remove (or insure over, in a form and substance reasonably acceptable to Buyer) all Liquidated Defects, then Buyer may either (1) terminate this Agreement by written notice to Seller, in which event the provisions of Section 18.8 20.8 governing a permitted termination by Buyer of the entire Agreement shall apply; or (2) proceed to close with title to the Property as it then is, with the right to deduct from the Purchase Price a sum equal to the aggregate amount necessary to cure or remove (by endorsement or otherwise, as reasonably determined by Buyer, acting in good faith) the Liquidated Defects. Seller may extend Closing by up to ten (10) business days to cure and remove Liquidated Defects.