Release of Certain Liens. To take such action and execute such documents as may be reasonably necessary to release any liens on or security interests in any Collateral where Borrower is entitled to such release in connection with (a) Dispositions permitted pursuant to the provisions of Section 11.4(a), (b), and (c)(i) hereof, without the need to obtain the consent of any of the Syndication Parties or Voting Participants; (b) the replacement or removal of any Collateral (other than in connection with a Shut Down pursuant to the terms of Section 10.15 hereof) where the book value of such Collateral is $5,000,000.00 or less, without the need to obtain the consent of any of the Syndication Parties or Voting Participants; (c) the removal of any facility from the Available Amount Report (and therefore, from calculation of the Available Amount) arising from a Shut Down pursuant to the provisions of Section 10.15 hereof where the book value of the Collateral subject to such Shut Down is $10,000,000.00 or less, without the need to obtain the consent of any of the Syndication Parties or Voting Participants; (d) dispositions permitted pursuant to the provisions of Section 11.4(c)(ii) hereof, with the consent of the Required Lenders; (e) the removal of any facility from the Available Amount Report (and therefore, from calculation of the Available Amount) arising from a Shut Down pursuant to the provisions of Section 10.15 where the book value of the Collateral subject to such Shut Down is more than $10,000,000.00, with the consent of the Required Lenders; and (f) the Administrative Agent’s receipt of a notice from Borrower that, pursuant to the provisions of that certain letter agreement between Borrower and the Administrative Agent dated August 30, 2007, Borrower has elected to withdraw from the calculation of the Available Amount one or more of the Sites (as defined in such letter agreement) as to which Borrower has been required to take Future Actions (as defined in such letter agreement) pursuant to the provisions of such letter agreement, provided that simultaneously with such release the Available Amount for such Site shall be automatically reduced by the Appraised Value for such Site as it was included in the latest Available Amount Report (or reduced as otherwise provided in such letter agreement if such Site was not specifically identified and included in the latest Available Amount Report), such release to be made without the need to obtain the consent of any of the Syndication Parti...
Release of Certain Liens. With respect to all Real Property, Seller shall use its best efforts to obtain releases of all Liens set forth in Section 5.14 of the Seller Disclosure Letter encumbering such Real Property on or prior to the Closing Date (the "Encumbrance Releases") (other than the Financing Statement between Great Salt Lake Minerals Corporation, as debtor, and Zions Credit Corporation, as secured party, recorded December 18, 1997 in Entry No. 1510800, Book/Page 1897/1870, as amended by Amendment recorded January 29, 1998, as Entry No. 1518125, in Book 1904 at page 597 of the official records of Xxxxx/Box Xxxxx County, Utah, which shall be a Permitted Lien) or, in the event such Encumbrance Releases are not available on or prior to the Closing Date, use its best efforts to cause Chicago Title Insurance Company or its agent to insure over or omit such Liens from the Title Policies or Foreign Title Assurance to be obtained by the Purchaser in connection with any Real Property ("Clean Policies"), (including providing an indemnity to the Chicago Title Insurance Company, if so requested, regarding any payments that may be due under the Liens set forth in Section 5.14 of the Seller Disclosure Letter if necessary to obtain the Clean Policies), and if not released prior to Closing, shall continue to use its best efforts to cooperate to obtain such Encumbrance Releases following Closing.
Release of Certain Liens. Notwithstanding anything herein to the contrary, the parties hereto acknowledge that the Borrowers shall have the right to transfer to any Unrestricted Subsidiary parcels of Excess Real Property, in each case so long as there is no Default. Upon the transfer of any such Excess Real Property on request of ASC West, at any time so long as there is no Default, the Agent shall release any parcel of Excess Real Property from the Lien of the Mortgage and Security Agreements to which such parcel of Excess Real Property is subject, provided that such release shall only be granted if the following conditions have been met or satisfied:
(i) The Borrowers shall reimburse the Agent for any costs and expenses it incurs arising from the transfer of the parcel of Excess Real Property and any release of such parcel of Excess Real Property from the Lien of the Mortgage (including, without limitation, reasonable attorneys' fees and expenses);
(ii) No Default exists hereunder;
(iii) Each applicable municipal authority exercising jurisdiction over the parcel of Excess Real Property has approved a lot split ordinance or other applicable action under local law dividing the parcel of Excess Real Property from the remainder of the Mortgaged Property and assigning separate tax identification numbers to each;
(iv) No part of the remaining Mortgaged Property shall be part of a tax lot affecting any portion of the parcel of Excess Real Property;
(v) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements and building and fire code requirements) applicable to the Mortgaged Property necessary to accomplish the lot split shall have been fulfilled;
(vi) As a result of the lot split, the remaining Mortgaged Property will not be in violation of any applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements and building and fire code requirements) and all necessary variances, if any, shall have been obtained;
(vii) Appropriate reciprocal easement agreements for the benefit and burden of the remaining Mortgaged Property and the parcel of Excess Real Property regarding the use of common facilities of such parcels, including, but not limited to, open areas, ski lifts, ski trails, roadways, parki...
Release of Certain Liens. Purchaser shall be deemed to have released and reassigned to the respective Loan Parties, without representation, warranty or recourse of any kind, all of Purchaser's rights under the Collateral Assignment, the Life Insurance, the Pledge Agreement and any other document or instrument creating a security interest in any and/or all assets of the Loan Parties other than the Specified Assets. In furtherance thereof, Purchaser shall execute such additional instruments and documents and take such other actions as Loan Parties may reasonably request in order to implement the intents and purposes of this Section 1.9; provided, however, that the Loan Parties shall reimburse Purchaser for and/or otherwise pay all costs associated therewith and shall provide such indemnifications with regard thereto as Purchaser may reasonably request.
Release of Certain Liens. To the extent that such Liens have not been terminated and released prior to Closing, Buyers shall, and shall cause the applicable Project Companies to, use commercially reasonable efforts, which efforts shall not require the payment of any fees or expenses to third parties (unless reimbursed by Sellers), to take all actions and execute all documents requested by Sellers to ensure that all Liens on the assets and properties of Alta Oak Realty Holdings, LLC, and all obligations of Alta Oak Realty Holdings, LLC and Alta Oak Realty, LLC, under the AWAM Secured Indebtedness are terminated and released.
Release of Certain Liens. Buyer, at its discretion, shall have received Uniform Commercial Code searches (which searches shall be made or caused to made by and at the expense of Buyer) of filings made pursuant to Article 9 thereof in all jurisdictions where any of the Company's material assets are located, in form, scope and substance reasonably satisfactory to Buyer, which searches shall reflect the release or termination of all Liens against any the Company's assets disclosed thereby that are not Permitted Liens, or Buyer shall have received evidence satisfactory to it, that all such Liens other than Permitted Liens or as set forth on Schedule 8.14 have been released or terminated prior to Closing.
Release of Certain Liens. Purchaser shall have received Uniform Commercial Code searches (which searches shall be made or caused to be made by and at the expense of Seller) of filings made pursuant to Article 9 thereof in the Office of the Secretary of State of the State of Delaware, in form, scope, and substance reasonably satisfactory to Purchaser and its counsel, which searches shall reflect the release or termination of liens, claims, security interests, or encumbrances against any of the Purchased Assets disclosed thereby that are not Permitted Encumbrances, and to the extent any such release or termination is not reflected of record, Purchaser shall have received evidence reasonably satisfactory to it, that all such liens and encumbrances against the Purchased Assets other than Permitted Encumbrances have been released or terminated prior to or at the Closing.
Release of Certain Liens. As soon as is reasonably practicable, but in no event later than twenty (20) days after the Closing Date, Borrower shall cause the release of the Liens and financing statements described in Disclosure Schedule 5.18(f).
Release of Certain Liens. The Managing Agent shall release the ------------------------ Liens created by the Collateral Documents in the Leased Equipment concurrently with the execution and delivery of the Equipment Lease.
Release of Certain Liens. (a) Notwithstanding anything contained herein to the contrary, if the Financing Credit Parties:
(A) have sold or otherwise disposed of, for cash, (1) all or substantially all of the Real Estate Assets and related personal property of a Controlled Portfolio Company secured by a Mortgage Lien in favor of OPIC, or (2) specified Portfolio Holding Company Securities or Portfolio Securities in accordance with the Financing Documents, and
(ii) have deposited (or have, through a fully funded escrow or other fully funded arrangement satisfactory to OPIC, demonstrated that there will be deposited contemporaneously with the release hereafter described) the Lien Release Amount relating to such sale or other disposition in a Charged Account (as defined in the Security Documents) of (A) the subject Controlled Portfolio Company, in the case of a sale or other disposition of assets of a Controlled Portfolio Company, or (B) the Holding Company or relevant Portfolio Holding Company, as the case may be, in the case of a sale of Portfolio Holding Company Securities or Portfolio Securities, as applicable, then OPIC shall, at the sole cost and expense of the Fund, instruct its Collateral Agent to release such (x) Mortgage Lien, in the case of a sale or other disposition of assets of a Controlled Portfolio Company, or (y) Lien on such Portfolio Holding Company Securities or Portfolio Securities, as the case may be, in the case of a sale of Portfolio Holding Company Securities or Portfolio Securities, as applicable, whereupon such Mortgage Lien or other Lien, as applicable, shall be extinguished and shall no longer be required under this Agreement or any other Security Document, PROVIDED, HOWEVER, that, in the case of a sale or other disposition of assets of a Controlled Portfolio Company,
