Resolution of Mandatory Removal Exceptions Sample Clauses

Resolution of Mandatory Removal Exceptions. Notwithstanding the provisions of Section 2.3(c), but subject to the provisions of Section 2.3(b), at or prior to Closing, Seller shall cause the Core Subsidiaries, at the sole cost and expense of the Core Subsidiaries, to pay in full or cause to be canceled and discharged, bonded or otherwise cause the Title Company to insure over: (i) all mechanics’ and contractors’ Liens which encumber any Core Property as of the Closing Date (other than Permitted Encumbrances under Section 2.3(c)(vi)), and (ii) all Liens against such Core Property which evidence monetary obligations of any Core Subsidiary (in each case, excluding the Existing Loans and Permitted Encumbrances). Notwithstanding anything to the contrary contained herein, Seller shall pay or cause to be paid in full all past due taxes and assessments. The Liens, judgments and encumbrances specifically referred to in this Section 2.3(f) are collectively referred to as “Mandatory Removal Exceptions”. Notwithstanding the foregoing, Seller shall not be required to cause any Core Subsidiary to pay, remove or discharge any Mandatory Removal Exceptions that secure or relate to obligations that are or will be reflected as reductions, which reductions shall take into account the proportionate share of Seller’s direct or indirect percentage ownership in such Core Subsidiary, of Estimated Net Assets on the Baseline Balance Sheet, the Estimated Net Assets Statement or the Closing Net Asset Statement, and such matters shall be deemed to be Permitted Encumbrances.

Resolution of Mandatory Removal Exceptions. Notwithstanding the provisions of Section 2.4(e), but subject to the provisions of Section 2.4(g), at or prior to Closing, the Seller Parties shall cause the Purchased Entities, at the sole cost and expense of the Seller Parties, to pay in full or cause to be canceled and discharged, bonded or otherwise cause the applicable title company to insure over or otherwise cure, all as provided in Section 2.4(g): (i) all mechanics’ and contractors’ Liens which encumber any Property as of the Closing Date other than Tenant Liens, and (ii) all Liens against such Property which evidence monetary obligations of any Purchased Entity (in each case, excluding the Permitted Encumbrances). Notwithstanding anything to the contrary contained herein, the Seller Parties shall, to the extent required to be paid by the landlord under a Lease, cause to be paid in full all past due property Taxes as provided in Section 1.4(d). The Liens and encumbrances specifically referred to in this Section 2.4(f) are collectively referred to as “Mandatory Removal Exceptions.”