NONMONETARY ENCUMBRANCES Sample Clauses

NONMONETARY ENCUMBRANCES. If Purchaser delivers a Title Objection Notice prior to the expiration of the Title Review Period with respect to any encumbrance that is not a Monetary Encumbrance (collectively, "Nonmonetary Encumbrances"), Seller shall use reasonable efforts to remove or cure the same, provided that (i) Seller shall not be required to incur more than Fifty Thousand Dollars ($50,000.00) in costs and expenses (including, without limitation, attorney's fees) (the "Title Cap") in the aggregate to cure all Nonmonetary Encumbrances, and (ii) Seller shall not be obligated to make any effort to remove or cure the same if Seller reasonably determines that the cost of cure will exceed the Title Cap. If, within thirty (30) days after the Seller's receipt of a Title Objection Notice, the Seller has failed to remove or cure the Nonmonetary Encumbrances, Seller shall so notify Purchaser within three (3) days following the expiration of such 30-day period and Purchaser shall, as its sole and exclusive remedy, on or before the tenth (10th) day after Purchaser's receipt of the Seller's notice, give notice to Seller, that Purchaser either: (y) elects to proceed with the Closing, in which event all Nonmonetary Encumbrances identified in the Title Objection Notice that Seller has not cured or removed shall be conclusively presumed thereafter to constitute Permitted Exceptions and the Closing shall occur without any credit against or abatement of the Purchase Price on account thereof; or (z) elects to terminate this Agreement, in which event Purchaser shall be entitled to the prompt return of the Xxxxxxx Money and, except as expressly provided otherwise in this Agreement, this Agreement shall be of no further force and effect and the parties shall have no further rights, obligations or liabilities - 12 - hereunder. Unless Purchaser gives notice to Seller within such ten-day period that Purchaser has elected to terminate the Agreement pursuant to the foregoing clause (z), Purchaser shall be conclusively presumed to have elected to proceed to Closing pursuant to the foregoing clause (y) and the uncured Nonmonetary Encumbrances shall be deemed waived by Purchaser and shall thereupon be deemed to be Permitted Exceptions. Notwithstanding the foregoing, in the event that Seller shall have notified Purchaser within thirty (30) days after Seller's receipt of the Title Objection Notice that Seller intends to use reasonable efforts as aforesaid to cure any Nonmonetary Encumbrance but Seller is unable...
Sample 1
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NONMONETARY ENCUMBRANCES. If and to the extent to which a Title Matter both (a) is not a Monetary Encumbrance, and (b) is of such a nature that if it is not cured, it would prevent Seller from conveying a good, record and marketable title to the Property (such a Title Matter being hereinafter referred to as a "Nonmonetary Encumbrance", which term shall not include easements and other restrictions of record which do not interfere with the current use of the Property as an office and warehouse facility. Such easements and restrictions, although not a Nonmonetary Encumbrance, may nevertheless be the subject of a Title Objection Notice as provided in (iii) below.) Seller shall use diligent, good faith efforts to remove or cure all Nonmonetary Encumbrances, provided that:
Sample 1

Related to NONMONETARY ENCUMBRANCES

  • Title; Encumbrances With respect to the Existing Properties, the Borrower or any Material Subsidiary, as the case may be, has (i) good and marketable fee simple title to the Real Property (other than for Real Property subject to a ground lease, as to which it has a valid leasehold interest) and (ii) good and marketable title to the Personal Property (other than Personal Property for any Hotel Property for which the Property Owner has a valid leasehold interest) free and clear of all Liens, and there exists no Liens or other charges against such Property or leasehold interest or any of the real or personal, tangible or intangible, Property of the Borrower or any Material Subsidiary (including without limitation statutory and other Liens of mechanics, workers, contractors, subcontractors, suppliers, taxing authorities and others; provided that certain Capital Expenditures have been made to the Hotel Properties prior to the Effective Date for which the payment is not past due), except (A) Permitted Encumbrances and (B) the Personal Property (plus any replacements thereof) owned by the participating lessee for such Existing Property.

  • Permitted Encumbrances The term “Permitted Encumbrances” shall mean:

  • Encumbrances Create, incur, assume or suffer to exist any Lien with respect to any of its property, or assign or otherwise convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries so to do, except for Permitted Liens.

  • No Encumbrances Borrower has good and indefeasible title to the Collateral, free and clear of Liens except for Permitted Liens.

  • Taxes; Encumbrances At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

  • Title; Liens The Issuer has good, legal and marketable title to each of its respective assets, and none of such assets is subject to any Lien, except for Permitted Encumbrances and the Liens created or permitted pursuant to the Indenture.

  • LIENS; ENCUMBRANCES Borrower acknowledges that, to the extent provided in Section 21, the grant, creation or existence of any mortgage, deed of trust, deed to secure debt, security interest or other lien or encumbrance (a "Lien") on the Mortgaged Property (other than the lien of this Instrument) or on certain ownership interests in Borrower, whether voluntary, involuntary or by operation of law, and whether or not such Lien has priority over the lien of this Instrument, is a "Transfer" which constitutes an Event of Default and subjects Borrower to personal liability under the Note.

  • Other Encumbrances To the best of Seller’s knowledge, any property subject to any security interest given in connection with such Purchased Mortgage Loan is not subject to any other encumbrances other than a stated first mortgage, if applicable, and encumbrances which may be allowed under the Underwriting Guidelines.

  • Permitted Exceptions The Property shall be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to Article II hereof (herein referred to collectively as the “Permitted Exceptions”).

  • Title to Property; Encumbrances (a) The Company does not own any real property or any Structures.

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