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 pay and cause to be released all Mandatory Cure Items at or before the Closing.
Mandatory Cure Items. Sellers shall have satisfied, cured or terminated, as applicable, all Mandatory Cure Items.
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 anything to the contrary contained herein, but provided that none of the following were caused or attributable to the actions or inaction of the Purchaser or Xxxxxxxxx or either of their contractors, agents, or employees Seller shall be obligated to cure or remove, the following: (i) any liens securing a mortgage, deed of trust or similar instrument; and (ii) any other monetary lien, encumbrance, judgment lien, tax lien, brokers’ lien, and mechanics/supplier/materialmen lien against Seller. The items described in (i) and (ii) are collectively referred to herein as, the “Mandatory Cure Items”. Prior to Closing, Seller shall cure or remove all Mandatory Cure Items such that the same do not appear on the Title Policy. Notwithstanding anything to the contrary set forth herein, if, prior to Closing, Seller fails or elects not to cure or remove all Mandatory Cure Items in accordance with the foregoing, then Purchaser may, at its option, elect to (x) terminate this Agreement by written notice to Seller, in which event no Party shall have any further liability to another Party hereunder, except as expressly provided in Section 5(b) below; or (y) proceed to close after discharging the Mandatory Cure Item and to set off the cost of doing so against the Purchase Price.
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. 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. 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 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 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.
