Seller Encumbrance. Any mortgage or deed of trust or other monetary lien voluntarily granted or assumed by Seller and encumbering the Property or any portion thereof and any and all judgments or mechanic's or supplier's liens encumbering the Property or any portion thereof arising from work performed or materials furnished at the Property by or on behalf of Seller.
Seller Encumbrance means (1) any mortgage or deed of trust (and related ancillary security instruments) or other monetary lien voluntarily granted or expressly assumed by Seller and encumbering the Property (but not any liens that are the obligation of any Tenant under any Lease to discharge), (2) any documents relating to the Hotel Management Agreement (including, without limitation, any recorded non-disturbance agreement or memorandum of the Hotel Management Agreement) or (3) any and all judgments or mechanics’ or suppliers’ or tax liens encumbering the Property or any lis pendens. In any event, Seller Encumbrances must be satisfied, discharged or removed by Seller (or, as to any tax lien or lis pendens, bonded or otherwise removed as a lien on the Property) on or prior to the Closing Date or, if not so satisfied, bonded or removed prior to or on Closing, shall be satisfied at Closing out of the proceeds otherwise payable to Seller. For the avoidance of doubt, any Seller Encumbrances relating to the Hotel Management Agreement (including, without limitation, any recorded non-disturbance agreement or memorandum of the Hotel Management Agreement) must be satisfied, discharged or removed by Seller at or prior to Closing notwithstanding the execution by Purchaser and Hotel Manager of the Interim Jumeriah Agreement, if applicable.
Seller Encumbrance means (1) any mortgage or deed of trust or other monetary lien voluntarily granted or expressly assumed by a Seller and encumbering a Property or (2) any and all judgments or mechanic’s or supplier’s liens encumbering a Property arising from work performed or materials furnished at a Property by or on behalf of a Seller (but not any Tenant). In any event, all Seller Encumbrances must be satisfied by the applicable Seller on or prior to the Closing Date (as the same may be extended as set forth below) or, if not so satisfied, shall be satisfied at Closing out of the proceeds otherwise payable to such Seller. With respect to any encumbrances on or exceptions to title of any Real Property first appearing on an updated title report or updated title insurance commitment delivered or made available to the Purchaser after the date of the applicable Title Commitment which reasonably could be expected to adversely affect the value or operation or ownership of a Property in any material respect, Purchaser shall be entitled to deliver to the applicable Seller an amended Objection Notice with respect to such matter only. The applicable Seller shall use reasonable efforts to correct any such title matter promptly after obtaining knowledge thereof, except that (i) such Seller shall in no event be required to bring suit or otherwise initiate any legal proceedings to clear any such title matter and (ii) other than for any Seller Encumbrances, such Seller shall not be required to expend more than a total of One Hundred Thousand Dollars ($100,000) to cure any such title matters with respect to its Real Property. If, despite reasonable efforts consistent with the foregoing provisions of this Section 3.1 (including compliance with any covenant agreed to in writing by a Seller with respect to the cure of a title encumbrance), one or more Sellers is unable to cure any Title & Survey Matter which a Seller has agreed or is required hereunder to cure to the reasonable satisfaction of the Purchaser, in each case prior to the scheduled Closing Date, and such Title & Survey Matter can reasonably be cured within thirty (30) days of the scheduled Closing Date with reasonable efforts consistent with the foregoing provisions of this Section 3.1 (i.e., limit on expenditures (other than with
Examples of Seller Encumbrance in a sentence
At any time before Closing, Buyer may notify Seller of any Seller Encumbrance or other additional title matter affecting the Parcel that Buyer is purchasing that is not a Permitted Exception or any matter shown on the survey of the Parcel, in each case that is not acceptable to Buyer (such being a "Title Defect").
As used herein, the term "Seller Encumbrance" shall mean (1) any mortgage or deed of trust or other lien or encumbrance voluntarily granted or expressly assumed by Seller and encumbering the Property or (2) any and all judgments or mechanic's or supplier's liens encumbering the Property arising from work performed or materials furnished at the Property.
The District Courts also handles appeals from the Summary Courts, while the High Courts are the appeal instance for District and Family Court cases and have original jurisdiction in a few limited matters.110Litigation in ordinary commercial matters is, in the District Courts, heard by a single judge, or a panel of three judges if the matter is deemed significant or particularly diffi- cult.
With respect to any objections to title set forth in such notice, Seller and the Trust shall have the right, but not the obligation, to cure such objections, provided that Seller or the Trust shall be obligated to satisfy or discharge any Seller Encumbrance, except to the extent Purchaser has obtained the Consent regarding the Existing Indebtedness.
Time shall be of the essence with respect to the Closing Date; provided, that, by written notice to Purchaser received no later than two (2) Business Days prior to the originally scheduled Closing Date, Sellers shall have the right to extend the Closing Date for a period up to fifteen (15) days in order to pay off any Seller Encumbrance or to satisfy conditions to Closing.
More Definitions of Seller Encumbrance
Seller Encumbrance means (1) any mortgage or deed of trust or other monetary lien voluntarily granted or expressly assumed by Seller and encumbering the Property, including those in connection with the Existing Mortgage Loan or (2) any and all judgments or mechanics’ or suppliers’ liens encumbering the Property arising from work performed or materials furnished at the Property by or on behalf of Seller (but not any liens that are the obligation of a tenant to discharge). In any event, notwithstanding anything contained in this Agreement to the contrary, Seller Encumbrances must be satisfied by Seller at its sole cost on or prior to the Closing Date (as the same may be extended as set forth below) or, if not so satisfied prior to or on Closing, shall be satisfied at Closing out of the proceeds otherwise payable to Seller.
Seller Encumbrance means (i) non-monetary liens and encumbrances voluntarily placed on record against the Property by Seller (and without the written consent of Buyer which consent may be granted or withheld in Buyer’s sole and absolute discretion) after the expiration of the Title Review Period, (ii) any and all monetary liens and security interests voluntarily placed on record against the Property by Seller, whether recorded or placed on record prior to or after the Effective Date, and (iii) any mechanics’ liens recorded after the Effective Date; provided that, any mechanics’ liens recorded after the Effective Date and due to the action or inaction of Buyer shall not be considered a Seller Encumbrance. Seller at its sole cost and expense shall and is hereby obligated to cause to be released at or prior to the Closing all Seller Encumbrances.
Seller Encumbrance means (1) any mortgage or deed of trust or other monetary lien voluntarily granted or expressly assumed by Seller and encumbering the Property or (2) any and all judgments or mechanic’s or supplier’s liens encumbering the Property arising from work performed or materials furnished at the Property by or on behalf of Seller. In any event, all Seller Encumbrances must be satisfied by Seller on or prior to the Closing Date (as the same may be extended as set forth below) or, if not so satisfied, shall be satisfied at Closing out of the proceeds otherwise payable to Seller.
Seller Encumbrance means non-monetary liens and encumbrances voluntarily placed on record against the Property by Seller (and without the written consent of Purchaser which consent may be granted or withheld in Purchaser’s sole and absolute discretion) after the date hereof, any and all monetary liens and security interests voluntarily placed on record against the Property by Seller (and without the written consent of Purchaser which consent may be granted or withheld in Purchaser’s sole and absolute discretion), whether recorded or placed on record prior to or after the date hereof, and any mechanics’ liens recorded after the date hereof. Seller at its sole cost and expense shall and is hereby obligated to cause to be released at or prior to the Closing all Seller Encumbrances.
Seller Encumbrance has the meaning set forth in Section 6.2.
Seller Encumbrance means (1) any mortgage or deed of trust or other monetary lien voluntarily granted or expressly assumed, or otherwise caused, by any Seller, its agents, representatives or contractors or any of their respective affiliates and encumbering the Property or (2) any and all judgments or mechanics’ or suppliers’ liens encumbering the Property arising from work performed or materials furnished at the Property by or on behalf of any Seller (but not any liens that are the obligation of a tenant to discharge). In any event, Seller Encumbrances shall not be Permitted Exceptions and must be satisfied by Sellers on or prior to the Closing Date (as the same may be extended as set forth below) or, if not so satisfied prior to the Closing, shall be satisfied at Closing out of the proceeds otherwise payable to Sellers.
Seller Encumbrance means: (i) a mortgage or deed of trust granted or voluntarily assumed by one of the Property LLCs (other than the Existing Indebtedness), (ii) real estate taxes for the Property which are due and payable and delinquent as of Closing or (iii) a judgment lien or a mechanics or suppliers lien on the Property as a result of a judgment against or for work performed for or material supplied to Seller, the Transferred Companies, Illinois Manager, or the Property Managers prior to Closing, and not through any action or inaction of Purchaser or any tenant of the Property (references to tenant of the Property shall include a reference to subtenants of 10/120 Ground Lessee, in its capacity as a sublandlord) or any other person or entity. For the purposes of this Agreement, Seller and the Applicable Trust shall be deemed to have cured a Seller Encumbrance by causing the Title Company to insure over the underlying lien or by bonding over the lien in accordance with legal requirements in effect in the jurisdiction where the Individual Property is located in a manner to be approved by Purchaser, such approval not to be unreasonably withheld, sufficient to allow the Title Company to issue the Title Policy required under Section 4.5 below.