Mandatory Cure Items Clause Samples

Mandatory Cure Items. Notwithstanding the foregoing, Seller shall: (i) agree to pay-off or discharge any mortgage, judgment or lien created by or resulting from any act or omission of Seller at or prior to Closing, and; (ii) agree to pay-off, bond or otherwise cause to be discharged of record prior to Closing in a manner reasonably satisfactory to Buyer and the Title Company any mechanic’s lien resulting from any act or omission of Seller or its agent.

Mandatory Cure Items. Notwithstanding the foregoing and regardless of any applicable Title Objections, (i) Seller agrees to cure prior to or upon Closing any liens affecting the Property created by Seller, other than those created by or on behalf of Buyer, and (ii) voluntary conveyances of interests in the Property by Seller after the Effective Date (“Mandatory Cure Matters”). In no event shall the Mandatory Cure Matters be a Permitted Exception, and if Seller is unable to cure any Mandatory Cure Matters on or before the Closing, then Buyer shall be entitled, as Buyer’s sole and exclusive remedy, to terminate this Contract upon written notice to Seller on or before the Closing Date, whereupon the ▇▇▇▇▇▇▇ Money and any and all Extension Payments (if applicable) shall be promptly delivered to Buyer, and all obligations and liabilities of the parties under this Contract shall be discharged and shall be null and void and of no further force or effect (except those that expressly survive the termination of this Contract).

Mandatory Cure Items. Notwithstanding anything to the contrary contained herein, but without limiting Seller’s obligation to cure (or have insured over) Mandatory Cure Items as set forth above, if Seller is unable or unwilling to remove any Supplemental Exception from title or to cause the Title Company to insure over such Supplemental Exception on the applicable Title Policy (subject to Purchaser’s consent not to be unreasonably withheld), then Seller shall not be in default under this Agreement, and Purchaser shall, within one (1) Business Day of receipt of notice from Seller that Seller is unable or unwilling to remove such Supplemental Exception from title or to cause the Title Company to insure over such Supplemental Exception on the applicable Title Policy, as its sole right and remedy in such event, elect to do one of the following: (a) exclude any such Property from the Transaction by giving a Property Objection Notice to Seller with respect to such Property, or (b) deem such Supplemental Exceptions to be Permitted Exceptions and consummate the Closing without a reduction in the Purchase Price on account of such Supplemental Exception. If subsection (a) from the immediately preceding sentence applies, and at least one (1) Property was already excluded from the Transaction in accordance with Section 7.3 of this Agreement, then the provisions of Section 7.4 shall apply.

Mandatory Cure Items. Notwithstanding anything herein to the contrary, Seller shall be obligated to remove or discharge the following: any deed of trust, deed to secure debt, mortgage, financing statements, and security interests entered into or granted by Seller and encumbering the Property, and any mechanics’ liens arising from work performed by Seller (and not any third party or tenant) and real estate tax arrearages with respect to the Land and Improvements which a tenant is not required to pay directly to the taxing authority under its lease and encumbering the Property (collectively, the “Mandatory Cure Items”); provided, however, that Seller shall not be obligated to cure any lien or encumbrance caused by or arising from Purchaser’s inspections of the Property.

Mandatory Cure Items. 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 any or all of Seller or its shareholders and the officers, directors, employees, agents or duly authorized managing agent of any or all of Seller or its shareholders (collectively “Seller Parties”); (c) tax liens; (d) broker’s liens based on the written agreement of Seller or any Seller Parties; and (e) any mechanics liens that are based upon a written agreement between either (x) the claimant (a “Contract Claimant”) and any or all of Seller and the Seller Parties, or (y) the Contract Claimant and any other contractor, supplier or materialman with which any or all of Seller and the Seller Parties 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 21.8 governing a permitted termination by Buyer 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 in an amount not to exceed the sum of $500,000.

Mandatory Cure Items. Notwithstanding anything herein to the contrary, Seller shall be obligated to remove or discharge the following: any deed of trust, deed to secure debt, mortgage, financing statements or security interests entered into by or on behalf of Seller encumbering the Property, and all judgments and liens against the Property caused by or on behalf of Seller (collectively, the “Mandatory Cure Items”); provided, however, that Seller shall not be obligated to cure any lien or encumbrance caused by or arising from Purchaser’s inspections of the Property.

Mandatory Cure Items. (i) All mortgages, and other monetary liens, (ii) all judgment liens affecting the Property; (iii) all mechanic’s and materialmen’s liens (but excluding all liens caused by either the failure of any tenant to satisfy any mechanic’s or materialmen’s liens or liens caused by acts of Purchaser or its agents, employees, contractors or representatives); and (iv) all encumbrances and title matters placed upon the Property by or permitted by Seller in violation of this Agreement, are deemed to be objections that Seller shall be obligated to Cure at or prior to Closing notwithstanding any provision above to the contrary.

Mandatory Cure Items. Seller shall be obligated to cure and remove by Closing all of the following class of matters affecting title to the Property that are disclosed in the Title Commitment, if any: (a) the liens of any mortgage, trust deed, or deed of trust encumbering the Property evidencing an indebtedness owed by Seller; (b) tax liens for delinquent ad valorem real estate taxes, judgment liens, and other tax liens; (c) broker's liens pursuant to a written agreement between the broker and any Seller Parties; (d) mechanic's liens pursuant to a written agreement either between (i) the claimant (the "CONTRACT CLAIMANT") and Seller or its employees, officers, or managing agents (the "SELLER PARTIES") or (ii) the Contract Claimant and any other contractor, materialman, or supplier with which Seller or Seller Parties have a written agreement; and (e) other matters affecting title to the Project created by Seller on or after the date of the Title Commitment without Buyer's prior written consent.

Mandatory Cure Items. Notwithstanding the foregoing, Seller shall: (i) agree to pay off or discharge any mortgage, judgment or lien created by or resulting from any act or omission of Seller at or prior to Closing; (ii) all past due real estate or ad valorem taxes and past due assessments of any kind constituting (or which may constitute) a lien against the Real Property to the extent such assessments can be cured by the payment of money; (iii) agree to pay off, bond or otherwise cause to be discharged of record prior to Closing in a manner reasonably satisfactory to Buyer any mechanic’s and/or materialmen’s liens resulting from any act or omission of Seller or its agent; and (iv) all other tax liens that affect the Real Property.