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; (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.

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. All Mandatory Cure Items must be satisfied, cured or removed by the City, at the City’s sole cost and expense, at or prior to the Closing, as a condition precedent to Greystar’s obligation to purchase the Property.

Mandatory Cure Items. Notwithstanding anything contained in this Agreement to the contrary, Seller shall take, without notice by Purchaser to Seller objecting to the same, such actions as may be required so that the Title Company is willing to issue a standard form title policy to Purchaser without exception for (collectively, “Mandatory Cure Items”): (i) exceptions relating to Seller’s authority to enter into and consummate the transaction; (ii) standard printed exceptions relating to parties in possession; (iii) any unpaid real estate taxes and assessments for any fiscal year or period prior to the fiscal year or period in which occurs the Closing; (iv) mechanic’s and materialmen’s liens first arising after the Effective Date for work performed (or alleged to have been performed) by or on behalf of Seller; (v) any exception related to any existing mortgage encumbering the Property or the Rec Lot Portion created by Seller including related financing instruments; (vi) any encumbrances created, consented to or affirmatively permitted by Seller after the Effective Date that are not Permitted Exceptions; and (vii) any other monetary lien or judgment entered against Seller (and not caused by Purchaser) that can be discharged of record by the payment of a liquidated sum of money not to exceed [****]. Should Seller so elect, Mandatory Cure Items shall be deemed “removed from title” upon the deposit by Seller (which may be from proceeds of the Purchase Price) with the Title Company at Closing of funds sufficient to pay the underlying obligation relating to such Mandatory Cure Items, provided that the Title Company is willing to omit the title encumbrance relating thereto without any additional cost or premium to Purchaser. Seller shall have the right, at Closing, to use the balance of the Purchase Price to be paid at Closing to cure any Mandatory Cure Item to be cured pursuant to this Section 5.4.

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. 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 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. Seller shall be obligated to take all steps; spend all necessary funds; institute and prosecute any action or proceeding; and otherwise take any and all steps and measures to cure or remove the following Defects (the "MANDATORY CURE ITEMS"): (a) liens securing a mortgage, deed of trust or trust deed entered into by Seller, its members, partners or shareholders (collectively "SELLER PARTIES"); (b) any lien, encumbrance, covenant, easement or restriction arising as a result of, due to, or because of, any willful or intentional act of any or all of Seller or the Seller Parties, which act or omission occurs after the end of the Inspection Period; (c) judgment liens, tax liens or broker's liens against any or all of Seller and the Seller Parties; and (d) any mechanics liens that are based upon a written agreement between the claimant and any or all of Seller and the Seller Parties. Prior to Closing, Seller shall cause such Mandatory Cure Items to be cured, removed from the Title Evidence, or otherwise insured over by the Title Company in a manner reasonably acceptable to Purchaser. Notwithstanding anything to the contrary set forth herein, if, prior to Closing, Seller fails to so cure or remove all Mandatory Cure Items, then Purchaser may either (1) terminate this Agreement by written notice to Seller, in which event the provisions of SECTION 24.7 governing a permitted termination by Purchaser shall apply; or (2) elect to proceed to close with title to the Project 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) the Mandatory Cure Items.

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.