LITIGATION, CLAIMS, OR PROCEEDINGS. In the event a lien, claim, or cause of action affecting the Property should arise prior to Closing, Seller shall advise Buyer in writing (or if discovered by Buyer, Buyer shall advise Seller in writing), and Seller shall use commercially reasonable efforts to satisfy or address any such matter prior to Closing and furnish Buyer with evidence thereof. Notwithstanding the foregoing, Seller shall have the right to contest any such claims or causes of action provided that Seller executes and delivers to the Title Company any undertaking required by the Title Company, together with any funds required by the Title Company, to cause the Title Company to insure over such claims or causes of action or to otherwise protect Buyer and the Real Property from any such claim.
LITIGATION, CLAIMS, OR PROCEEDINGS. In the event a lien, claim, or cause of action affecting the Property or the Club should arise prior to Closing, Sellers shall advise Purchaser in writing upon becoming aware thereof, and Sellers shall (i) if the claim is a mechanic's lien or the aggregate of claims other than mechanics liens is less than One Hundred Thousand Dollars ($100,000) (a) satisfy any such claims prior to Closing and furnish Purchaser with evidence thereof, unless disputed, in which case Sellers shall post a bond acceptable to Purchaser or escrow proceeds in an amount acceptable to Purchaser to protect Purchaser from any lien, claim, expense, or damages arising from said matter or (b) agree to assume all obligations with respect to, indemnify Purchaser from any lien, claim, expense, or damage arising from, said matter, and post a bond acceptable to Purchaser or escrow proceeds in an amount acceptable to Purchaser to protect Purchaser from any lien, claim, expense, or damages arising from said matter, (ii) if the aggregate claims are in excess of One Hundred Thousand Dollars ($100,000), Sellers shall (a) satisfy the claims pursuant to subparagraph (i) above, or (b) provide written notice to Purchaser that Sellers will not satisfy the claims and Purchaser may either terminate the Agreement and receive the Deposits or receive a credit against the Purchase Price in the amount of $100,000 and proceed to Closing pursuant to the terms recited herein.
LITIGATION, CLAIMS, OR PROCEEDINGS. There are no existing or pending actions, suits, litigation, claims, proceedings or governmental investigations with respect to any aspect of any of the Owner or the Property, nor, to the knowledge of Owner, have any such actions, suits, litigation, claims, proceedings or governmental investigations been threatened or asserted.
LITIGATION, CLAIMS, OR PROCEEDINGS. There is no litigation, tax claim, proceeding or dispute pending, or, to the knowledge of Borrower, threatened against or affecting Borrower, its property or the conduct of its business.
LITIGATION, CLAIMS, OR PROCEEDINGS. In the event a Claim affecting the Golf Course Properties is asserted between the Effective Date and the Closing Date, and if such Claim is not covered by Sellers’ insurance policies or is not included in Sellers Payables, Sellers shall satisfy such Claim or agree in writing to indemnify and hold harmless Buyer and/or EAGL against such Claim and shall furnish Buyer and EAGL with evidence of the satisfaction thereof or with such written indemnification.
LITIGATION, CLAIMS, OR PROCEEDINGS. To the best of Seller's knowledge, there are no existing or pending actions, suits, litigation, claims, proceedings, or governmental investigations with respect to any aspect of the Property or the Club or affecting Seller's right to enter or perform this Agreement, nor, to the knowledge of Seller, have any such actions, suits, litigation, claims, proceedings, or governmental investigations been threatened or asserted.
LITIGATION, CLAIMS, OR PROCEEDINGS. In the event a lien, claim, or cause of action affecting the Property or the Club should arise prior to Closing, Seller shall advise Purchaser in writing. If Seller elects to not satisfy any such claim prior to Closing, and such claim has a material adverse effect on Purchaser's ability to operate the Club after Closing, Purchaser may, in its sole discretion, elect to terminate this Agreement and both parties shall be released from all obligations hereunder and the Xxxxxxx Money Deposit shall be immediately returned to Purchaser by the Title Company.
LITIGATION, CLAIMS, OR PROCEEDINGS. Except for the (i) McFarlane suit and (ii) the Audit as defxxxx xx xhe Post Closing Agreement, Seller has no actual knowledge of any existing or pending actions, suits, litigation, claims, proceedings or governmental investigations with respect to any aspect of the Property or the Resort, nor, to the actual knowledge of Seller, have any such actions, suits, litigation, claims, proceedings or governmental investigations been threatened or asserted.
LITIGATION, CLAIMS, OR PROCEEDINGS. In the event a lien, claim or cause of action affecting the Property or the Resort should arise after the date hereof and prior to the Closing Date and Purchaser gives Seller written notice of same, Seller shall satisfy (or contest and or provide suitable bonding reasonably acceptable to Purchaser) any such claim prior to the Closing Date and furnish Purchaser with evidence thereof.
LITIGATION, CLAIMS, OR PROCEEDINGS. In the event a lien, claim, or cause of action affecting the Interest should arise prior to Closing, Transferors shall advise Transferee in writing (or if discovered by Transferee, Transferee shall advise Transferors in writing), and Transferors shall use commercially reasonable efforts to satisfy any such matter prior to Closing and furnish Transferee with evidence thereof.
