Seller Encumbrances Sample Clauses

Seller Encumbrances. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, Seller shall have no obligation to remove or cure title objections, except for the following (collectively, “Seller Encumbrances”): (1) liens of an ascertainable amount, which liens Seller shall cause to be (x) released on or prior to the Closing Date, (y) bonded over or (z) affirmatively insured over by Title Company, (2) real estate tax liens, other than liens for taxes and assessments not yet delinquent, (3) any exceptions or encumbrances to title that relate to leases, licenses or occupancy agreements with respect to the Premises other than the Cell Tower Leases (if any), and (4) any exceptions or encumbrances to title which are created by Seller after the Contract Date without Purchaser’s consent (which, for the avoidance of doubt, such consent obligation excludes those resulting from actions Seller is required to take in order to comply with laws, codes, regulations or ordinances affecting the Premises, which actions do not require Purchaser’s consent), such consent may be granted or withheld in Purchaser’s sole discretion. Seller shall cause the Premises to be conveyed to Purchaser at Closing free and clear of all Seller Encumbrances, and subject only to the Permitted Exceptions. With respect to any other objections which Purchaser may have (other than Seller Encumbrances), Seller shall notify Purchaser in writing within five (5) Business Days after receipt of written objections from Purchaser as to which of such objections it elects to cure, if any. Seller’s failure to respond shall be deemed to be an election not to cure matters which it is not required to remove hereunder. In addition, Seller shall provide Title Company with such commercially reasonable affidavits, personal undertakings and title indemnities (collectively, an “Owner’s Affidavit”) as Title Company may require in order to the issue the Title Policy or any endorsements to the Title Policy and remove the standard “mechanics lien” and “GAP” exceptions.
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Seller Encumbrances. If, during the term of the Royalty Period, Purchaser becomes aware of an existing Encumbrance on the Purchased Assets or Licensed Products that existed or was created prior to the Effective Date, Seller shall use its commercially reasonable efforts to obtain releases of such Encumbrance relating to the Purchased Assets or Licensed Products. Seller shall cooperate with Purchaser to obtain releases of such Encumbrances and shall deliver to and execute all documents reasonably requested by Purchaser in order to release such Encumbrance. EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS.
Sample 1
Seller Encumbrances. Notwithstanding the foregoing provisions of this Article II, Seller shall be obligated to cause the release of, or to cause the Title Company to insure over in the Title Policy, any “Seller Encumbrances” (which, as used herein, means the lien securing any mortgage or deed of trust obtained or assumed by Seller or its Affiliates (as hereinafter defined) that encumbers all or any portion of the Property, and any monetary liens created or suffered by Seller (including, without limitation, liens for delinquent taxes and mechanics’ liens), or any lis pendens or judgment liens as a result of Seller’s actions, that encumber all or any portion of the Property) on or prior to the Closing Date.
Sample 1
Seller Encumbrances. The Assets are not encumbered by any liens or security interests that secure any debt facilities maintained by Sellers or any of their Affiliates.
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Related to Seller Encumbrances

  • 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; 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.

  • Title to Property and Encumbrances The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

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

  • 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.

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

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

  • 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.

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

  • 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.

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