Seller’s Liens Sample Clauses

Seller’s Liens. Seller is the sole legal and beneficial owner of the Equity Interest. There are no Liens on the Equity Interest, and on the relevant Closing Date, Seller will transfer to Purchaser good and marketable title to the Equity Interest, other than the Reserved Rights, free and clear of any and all Liens other than Liens permitted by the terms of the Transaction Documents.
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Seller’s Liens. Seller is the sole legal and beneficial owner of -------------- the Equity Interests. Other than the Lien of Seller's Lender on Seller's rights under this Agreement and any of the Transfer Documents, which Lien shall be discharged and released with respect to any Equity Interest as of the Closing Date with respect thereto, there are no Liens on any Equity Interest, except inchoate or similar Liens as may arise by operation of law upon or with respect thereto, in the ordinary course of business, and/or which would not have a Material Adverse Effect, and on the relevant Closing Date Seller will transfer to Purchaser good and marketable title to each Equity Interest, free and clear of all Liens, except as provided in this sentence. Seller has not assigned, and before the relevant Closing Date shall not have assigned, any of its right, title and interest in any Equity Interest to any Person, and on the relevant Closing Date, Seller will transfer to Purchaser all of its right, title and interest in and to each Equity Interest. Except as provided in the second sentence, of this Section 6(e), there are no Liens on any of the Aircraft or the Leases, other than Seller's interest in the Equity Interests and other than Liens created pursuant to, or permitted by, the Transaction Documents. Seller has not previously sold, assigned, encumbered, transferred or conveyed, and except as expressly contemplated hereby or by any of the Transaction Documents, has no obligation to sell, assign, encumber, transfer or convey any of its right, title or interest in, to and under any Equity Interest.
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Seller’s Liens. Notwithstanding the foregoing provisions of this Section 4.5, Seller shall be obligated to take (and hereby covenants to take) such actions as may be reasonably required by Title Company so that Title Company is willing to issue title insurance to Buyer without exception for (i) any Liens securing any existing mortgage or deed of trust financing obtained or assumed by Seller or its affiliate that encumbers all or any portion of the Property as of the Effective Date, (ii) any Liens securing any other mortgage or deed of trust financing voluntarily obtained by Seller after the Effective Date and prior to the Closing, and (iii) any other mechanics’ liens or materialmens’ liens arising from any work or improvements at the Property ordered or authorized by Seller that encumber the Property on the Closing Date (other than liens or claims arising from Buyer’s due diligence reviews or inspections hereunder). 4.5.3
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Seller’s Liens. (a) Notwithstanding the foregoing provisions of Section 4.5, each Seller shall be obligated to take (and hereby covenants to take), with respect to its Constituent Properties such actions as may be reasonably required by the Title Company so that the Title Company is willing to issue the Owner’s Policy to Buyer without exception for (i) the Existing Mortgage if the same is not assigned to Buyer’s lender pursuant to Section 4.3.7, (ii) any Liens securing any other mortgage or deed of trust financing voluntarily obtained by such Seller after the Effective Date and prior to the Closing, (iii) any mechanics’ liens or materialmen’s liens arising from any work or improvements at such Constituent Property ordered or authorized by such Seller that encumber the Constituent Property on the Closing Date (other than Permitted Mechanics’ Liens), (iv) any tax or judgment liens (the items described in the preceding subclauses (i), (ii), (iii) and (iv), collectively, "Monetary Encumbrances"), (v) any other lien or encumbrance (other than Permitted Mechanics’ Liens) which can be satisfied by the payment of a liquidated sum not in excess of $10,000,000, in the aggregate of all such other encumbrances (the items described in this clause (v) being "Other Liens") and (vi) any encumbrances voluntarily recorded by any Seller against any of the Properties on or following the date of Preliminary Title Report and not approved by Buyer ("Voluntary Encumbrances").
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Seller’s Liens. Notwithstanding the foregoing provisions of Section 4.3, Seller shall be obligated to take (and hereby covenants to take), with respect to the Property such actions as may be reasonably required by the Title Company so that the Title Company is willing to issue the Owner’s Policy to Buyer without exception for (i) the Existing Mortgage, (ii) any Liens securing any other mortgage or deed of trust financing voluntarily obtained by Seller after the Effective Date and prior to the Closing, (iii) any mechanics’ liens or materialmen’s liens arising from any work or improvements at the Property ordered or authorized by Seller that encumber the Property on the Closing Date (other than Permitted Mechanics’ Liens), and (iv) any tax or judgment liens (the items described in the preceding subclauses (i), (ii), (iii) and (iv), collectively, “Monetary Encumbrances”). In lieu of eliminating any Monetary Encumbrances, Seller shall have the right to effectuate a cure by having the Title Company insure or bond over such Monetary Encumbrances. Notwithstanding anything to the contrary set forth elsewhere in this Agreement, Seller shall not be required to cure any Title Objection other than as expressly set forth in this Section 4.3.4.
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Seller’s Liens. Seller agrees to use its Reasonable Efforts to obtain the release of all liens with respect to assets and stock of the MidCon Entities granted under the Security Agreement and the Pledge Agreement, each dated May 30, 2007, among Seller, the subsidiary grantors named therein and the collateral agent named therein (together, the “Security Agreements”) with respect to the indebtedness set forth on Schedule 4.2(c) of the Seller Disclosure Schedule under the headings “MBO Debt” and “Knight Inc. Debt” on or prior to the Closing Date.
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Related to Seller’s Liens

  • Taxes; Liens The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, duly pay and discharge, or cause to be paid and discharged, before the same shall become delinquent, all taxes, assessments and other governmental charges imposed upon them or upon the Pool Properties or the other Real Estate, sales and activities, or any part thereof, or upon the income or profits therefrom as well as all claims for labor, materials or supplies that if unpaid might by law become a lien or charge upon any of its property or other Liens affecting any of the Pool Properties or other property of the Borrower, the Guarantors or their respective Subsidiaries and all non-governmental assessments, levies, maintenance and other charges, whether resulting from covenants, conditions and restrictions or otherwise, water and sewer rents and charges assessments on any water stock, utility charges and assessments and owner association dues, fees and levies, provided that any such tax, assessment, charge or levy or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings which shall suspend the collection thereof with respect to such property and the Borrower, CVOP II, or from and after the Merger, CVOP I or their respective Subsidiaries shall not be subject to any fine, suspension or loss of privileges or rights by reason of such proceeding, neither such property nor any portion thereof or interest therein would be in any danger of sale, forfeiture, loss or suspension of operation by reason of such proceeding and the Borrower, CVOP II, or from and after the Merger, CVOP I or their respective Subsidiaries shall have set aside on its books adequate reserves in accordance with GAAP; and provided, further, that forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor, the Borrower, CVOP II, or from and after the Merger, CVOP I or their respective Subsidiaries either (i) will provide a bond issued by a surety reasonably acceptable to the Agent and sufficient to stay all such proceedings or (ii) if no such bond is provided, will pay each such tax, assessment, charge or levy. Borrower shall promptly upon the written request of the Agent, deliver to the Agent copies of the most recent tax xxxx and invoices with respect to the taxes, other assessments, levies and charges described in this §7.8 with respect to the Pool Properties together with and written evidence of payment thereof not later than ten (10) Business Days prior to the date upon which such amounts are due and payable unless the same are being contested in accordance with the terms hereof and the other Loan Documents.

  • Mechanic’s Liens Tenant shall pay or cause to be paid all costs and charges for work (a) done by Tenant or caused to be done by Tenant, in or to the Premises, and (b) for all materials furnished for or in connection with such work. Tenant shall indemnify Landlord against and hold Landlord, the Premises, and the Project free, clear, and harmless of and from all mechanics’ liens and claims of liens, and all other liabilities, liens, claims, and demands on account of such work by or on behalf of Tenant, other than work performed by Landlord pursuant to this Lease. If any such lien, at any time, is filed against the Premises or any part of the Project, Tenant shall cause such lien to be discharged of record within ten (10) days after the filing of such lien, except that if Tenant desires to contest such lien, it shall deliver to Landlord, within such 10-day period, at least one hundred fifty percent (150%) of the amount of the claim, plus estimated costs and interest, by cashier’s check or certified funds which shall be held by Landlord as security to insure payment of the lien and to prevent any sale of the Project by foreclosure or otherwise by reason of such lien. If a final judgment establishing the validity or existence of a lien for any amount is entered, Tenant shall pay and satisfy the same at once. If Tenant fails to pay any charge, cost or expense for which a mechanics’ lien has been filed, and has not given Landlord security as described above, Landlord may, at its option, pay such charge and related costs and interest, and the amount so paid, together with reasonable attorneys’ fees incurred in connection with such lien, shall be immediately due from Tenant to Landlord as Additional Rent. Nothing contained in this Lease will be deemed the consent or agreement of Landlord to subject Landlord’s interest in the Project to liability under any mechanics’ or other lien law. If Tenant receives written notice that a lien has been or is about to be filed against the Premises or the Project, or that any action affecting title to the Project has been commenced on account of work done by or for or materials furnished to or for Tenant, it shall immediately give Landlord written notice of such notice. At least fifteen (15) days prior to the commencement of any work (including but not limited to any maintenance, repairs, alterations, additions, improvements, or installations) in or to the Premises, by or for Tenant, Tenant shall give Landlord (i) written notice of the proposed work and the names and addresses of the persons supplying labor and materials for the proposed work and (ii) two copies of Tenant’s plans and specifications for such work.

  • 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.

  • Sales, Liens Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box, P.O. Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Agent and the Purchasers provided for herein), and Seller will defend the right, title and interest of Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator. Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the financing or lease of which gives rise to any Receivable.

  • Properties; Liens Each Company has good title to all of its property reflected on the Current Financials (except for property that is obsolete or that has been disposed in the ordinary course of business or, after the date of this Agreement, as otherwise permitted by Section 8.7 or Section 8.8). Except for Permitted Liens, no Lien exists on any Unencumbered Property, and the execution, delivery, performance, or observance of the Loan Documents shall not require or result in the creation of any Lien on any Unencumbered Property.

  • Title to Properties; Liens Borrower and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.

  • 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; Liens The Issuer has good, legal and marketable title to each of its respective assets, and none of such assets is subject to any Lien, except for Permitted Encumbrances and the Liens created or permitted pursuant to the Indenture.

  • Title to Assets; Liens Unless specifically licensed or leased to the Company, title to the assets of the Company, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Members, individually or collectively, shall have any ownership interest in such assets or any portion thereof or any right of partition. The Company shall be permitted to create, incur, assume or permit to exist Liens on any assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof.

  • Title to Properties and Assets; Liens The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) liens for current taxes not yet due and payable; (b) liens imposed by law and incurred in the ordinary course of business for obligations not past due; (c) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; and (d) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto, and which have not arisen otherwise than in the ordinary course of business of the Company. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.

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