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.
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.
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.
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.
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").
(b) To the extent any Title Objections appear in any Updated Reports which are not Permitted Exceptions and to which Buyer has timely objected pursuant to Section 4.5, then Sellers shall be obligated to cause to be released, satisfied and otherwise discharged of record all such Title Objections which are Monetary Encumbrances (subject to the limitations described above), Other Liens (subject to the limitations described above) and Voluntary Encumbrances. Nothing herein shall require any Seller to cure any Title Objection other than as expressly set forth in the immediately preceding sentence. Sellers, in their discretion, may adjourn the Closing Date for up to thirty (30) days in the aggregate in order to eliminate any Title Objections (which in either case are not Permitted Exceptions), which adjournment can be extended for an additional fifteen (15) days so long as Sellers are diligently pursuing such cure. In lieu of eliminating any Monetary Encumbrances or Other Liens, upon Buyer’s consent (not to be unreasonably withhe...
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).
