Removal of Liens and Encumbrances. Additionally, Company shall take all action necessary to have any mechanic’s and materialmen’s liens, judgment liens or other liens or encumbrances filed against the subject property (other than the First Mortgage (as defined below), Second Mortgage (as defined below), or other encumbrances acceptable to the City in its sole discretion) released or transferred to bond within ten days of the date Company receives notice of the filing of such liens or encumbrances. If any such lien or encumbrance is filed, the City shall not be required to make any disbursement of the BIG Grant funds until such lien or encumbrance is bonded over or removed and the City receives a copy of the recorded release. The City shall not be obligated to disburse any portion of the BIG Grant funds to Company if, in the opinion of the City, any such disbursement or the Project or Project Parcel would be subject to a mechanic’s or materialmen’s lien or any other lien or encumbrance other than inchoate construction liens. Company shall be fully and solely responsible for compliance in all respects whatsoever with the applicable mechanic’s and materialmen’s lien laws.
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).
Removal of Liens and Encumbrances. (a) The Companies and the Stockholder 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 Purchased Assets, which such liens are listed on Schedule 3.7 attached hereto (the "Recorded Liens") as and when provided herein. In respect of any such Recorded Liens that reflect underlying obligations of the Companies that have previously been satisfied, the Companies shall obtain and file releases and termination statements in respect thereof on or prior to the Closing Date. In respect of any Recorded Liens that reflect underlying obligations that will be paid by the Companies or Moovies at Closing (with a portion of the Purchase Price), the Companies shall, on or 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 the Companies. The Companies and the Stockholder hereby, jointly and severally, covenant and agree to indemnify and hold Moovies harmless from and against any and all losses or liabilities incurred by Moovies resulting from or arising out of the Companies' failure to remove any Recorded Liens.
(b) Prior to the Closing, the Companies and Stockholder shall have delivered to Moovies and Subsidiary true, correct and complete copies of all liens, suits, judgments and proceedings of public record against either of the Companies or their respective assets. Copies of such filings shall include, without limitation, the Recorded Liens referenced on Schedule 3.7 attached.
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
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.
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.
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.
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).
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.
