Removal of Liens and Encumbrances Sample Clauses

Removal of Liens and Encumbrances. If, on the Closing Date, there are any liens or encumbrances which Contributor is obligated or elects to remove of record, same shall be deemed removed of record if Recipient’s title insurance company agrees, without additional premium, to insure: (a) Recipient without exception for such liens and encumbrances or that same shall not be enforced against the Property and (b) Recipient’s lender, if any, without exception for such liens and encumbrances (provided Recipient’s lender agrees to such insurance; otherwise such liens or encumbrances must be removed of record by Contributor).
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Removal of Liens and Encumbrances. Seller and Shareholder hereby agree to use their best efforts to obtain and file releases and termination statements for all recorded liens, encumbrances, judgments and similar filings which in any way relate to or affect the Purchased Assets, as described on Schedule 4.3 hereto (the "Recorded Liens") as and when provided herein. In respect of any such Recorded Liens that reflect underlying obligations of a Seller that have previously been satisfied, Seller shall obtain and file releases and termination statements in respect thereof prior to the Closing Date. In respect of any Recorded Liens that reflect underlying obligations that will be paid by Seller or PRGUSA at Closing (with a portion of the Purchase Price), Seller shall, prior to the Closing Date, prepare termination statements and releases in respect of such Recorded Liens and cause them to be executed by the secured party in respect thereof and filed promptly after the Closing (and in any event within 10 days after the Closing) upon confirmation by such secured party of receipt of funds satisfying such underlying obligation of Seller. Seller and Shareholder hereby covenant and agree to indemnify and hold PRGUSA harmless from and against any and all losses or liabilities incurred by PRGUSA resulting from or arising out of Seller's failure to remove any Recorded Liens, in accordance with Article 6 hereof.
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Removal of Liens and Encumbrances. In the event there are liens and encumbrances, other than Permitted Liens, against any of the Purchased Assets, Seller shall cause the removal of such liens at or before Closing, at its sole cost and expense. Seller's obligations under this paragraph shall not be subject to Sections 15(j) through (m).
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Removal of Liens and Encumbrances. Each Seller and its Owners hereby agree to obtain and file releases and termination statements for all recorded liens, encumbrances, judgments and similar filings which in any way relate to or affect the Applicable Assets, which such liens are listed on the Disclosure Schedule (the "Recorded Liens") as and when provided -40- 41
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Removal of Liens and Encumbrances. If on the Closing Date there are any liens or encumbrances which Seller is obligated or elects to remove of record, same shall be deemed removed of record if Buyer’s title insurance company agrees, without additional premium, to insure (a) Buyer without exception for such liens and encumbrances or that same shall not be enforced against the Property and (b) Buyer’s lender, if any, without exception for such liens and encumbrances.
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Removal of Liens and Encumbrances. If at the date of the Closing there are any liens or encumbrances which Seller elects to pay and discharge, Seller may use any portion of the purchase price to satisfy the same, provided Seller shall simultaneously either deliver to Purchaser at the Closing instruments in recordable form sufficient to satisfy such liens and encumbrances of record, together with the cost of recording or filing said instruments, or, provided that Seller has made arrangements with Purchaser's title insurance company at or before the Closing, Seller shall deposit with said company sufficient monies to insure the obtaining and recording of such satisfactions and the issuance of title insurance to Purchaser free of such liens and encumbrances. Purchaser, if request is made within a reasonable time prior to the date of the Closing, agrees to provide at the Closing no more than five separate certified or official bank checks or federal funds wire transfers as requested, for all or part of the purchase price, to facilitate the satisfaction of any such liens or encumbrances or for any other reason. The existence of any such liens and encumbrances shall not be deemed objections to title if Seller shall comply with the foregoing requirements.
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Removal of Liens and Encumbrances. If, during the term of the Lease, the TENANT, its agent, representative, employee or authorized officer, by contract or otherwise, caused to occur any lien or encumbrance on the Demised Premises which shall remain as a filed claim of right in any local, county, or state recording office, TENANT, at TENANT's sole cost and expense, shall cause such lien or encumbrance to be removed and released.
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Related to Removal of Liens and Encumbrances

  • Absence of Liens and Encumbrances Company and each of its subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used in its business, free and clear of any liens or encumbrances except as reflected in the Company Financials and except for liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which would not be material to Company.

  • Liens and Encumbrances The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment, transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

  • Restrictions on Liens and Encumbrances Except for the lien of this Mortgage and the Permitted Exceptions, Mortgagor shall not further mortgage, nor otherwise encumber the Mortgaged Property nor create or suffer to exist any lien, charge or encumbrance on the Mortgaged Property, or any part thereof, whether superior or subordinate to the lien of this Mortgage and whether recourse or non-recourse.

  • Title to Properties; Absence of Liens and Encumbrances (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the knowledge of the Company, any other party.

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • 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.

  • Removal of Liens Except for the lien of this Mortgage, the Shipowner will not suffer to be continued any lien, encumbrance or charge on the Vessel, and in due course and in any event within thirty (30) days after the same becomes due and payable or within fourteen (14) days after being requested to do so by the Mortgagee, the Shipowner will pay or cause to be discharged or make adequate provision for the satisfaction or discharge of all claims or demands, and will cause the Vessel to be released or discharged from any lien, encumbrance or charge therefor.

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

  • Perfection of Liens To help the Bank perfect and protect its security interests and liens, and reimburse it for related costs it incurs to protect its security interests and liens.

  • Creation, Perfection and Priority of Liens The execution and delivery of the Collateral Documents by Loan Parties and Sponsors, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1, 4.2, 6.8 and 6.9 and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create in favor of Administrative Agent for the benefit of Lenders, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements or Mortgages delivered to Administrative Agent for filing or recording, as applicable (but not yet filed or recorded) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent.

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