Voluntary Liens definition
Voluntary Liens means any of the following encumbrances on the Property or the Membership Interests or any portion thereof: (a) any mortgage or deed of trust granted or assumed by Seller or the Company; (b) any mechanic’s or materialmen’s lien; (c) any lien for unpaid taxes, assessments, utility, water, sewer or other governmental charges; and (d) any other lien or encumbrance granted, assumed or suffered by Seller or the Company and securing the repayment of money or other claims made against Seller or the Company.
Voluntary Liens means (i) liens and other encumbrances (other than Permitted Exceptions) which Contributor has knowingly and intentionally suffered or affirmatively placed on the Property (which includes any mortgage, lien or instrument placed, created or consented to by Contributor in violation of Article VII below) and (ii) any mechanic’s lien with respect to work contracted for by Contributor at the Property (but excluding any mechanic’s liens filed with respect to any work performed by or for any Tenants, other than by Contributor or its agents or in connection with Capital Improvements made in accordance with Section 7.1 that will be paid in full at Closing).
Voluntary Liens as used herein shall mean liens and other encumbrances (other than Permitted Exceptions), whether or not in liquidated sums, which Seller has knowingly and intentionally suffered or allowed to be placed on the Property after the date hereof (which excludes judgments, Violations (as hereinafter defined) and federal, state and municipal tax liens).
Examples of Voluntary Liens in a sentence
Each Seller, with respect to its Property or Properties, agrees to Cure, prior to or at Closing, (i) all Voluntary Liens; and (ii) the Involuntary Liens, if any, listed on Exhibit S.
Each Seller, with respect to its Property or Properties, agrees to Cure, prior to or at Closing, (i) all Voluntary Liens; and (ii) the Involuntary Liens, if any, listed on Exhibit “S.” If a Seller or Purchaser becomes aware after the Effective Date of an Involuntary Lien not designated on Exhibit S, such Seller or Purchaser, as applicable, shall promptly give notice to the other of such Involuntary Lien.
Notwithstanding anything contained in Section 3.4(c) to the contrary, the Sellers shall discharge, cure, remediate and otherwise remove all Voluntary Liens encumbering any Property at or prior to Closing.
Notwithstanding the foregoing, Seller shall not be obligated, under any circumstances, to cure any exception or matter encumbering the Property other than Voluntary Liens or mechanics liens.
Notwithstanding anything in this Agreement to the contrary, all Voluntary Liens will be satisfied by Seller or the Company on or prior to the Closing Date or, if not so satisfied, shall be satisfied at Closing out of the proceeds otherwise payable to Seller.
More Definitions of Voluntary Liens
Voluntary Liens as used herein shall mean liens and other encumbrances (other than Permitted Exceptions) which Seller has knowingly and intentionally suffered or allowed to be placed on the Property, including, without limitation, mortgages and mechanics’ liens which arise from work performed by or on behalf of Seller, judgments, federal, state and municipal tax liens, but shall expressly exclude mechanics’ liens which arise from work performed by or on behalf of Purchaser or judgments, federal, state and municipal tax liens arising out of any act or failure to act by Purchaser; provided, however, that any items which are the responsibility of the Purchaser as tenant under the Lease (as defined below) shall not be considered a Voluntary Lien. If the Title Company is not willing to insure title as set forth above, Seller may cause title to be insured by any other reputable title insurer licensed to do business in the state where the Property is located, and Purchaser shall pay the premium for such coverage at standard rates.
Voluntary Liens means (i) liens and other encumbrances (other than Permitted Exceptions) which Contributor has knowingly and intentionally placed on the Property (which includes any mortgage or lien created or consented to by Contributor in violation of Article VII below) and (ii) any mechanic’s lien with respect to work contracted for by or on behalf of Contributor at the Property.
Voluntary Liens as used herein shall mean liens and other encumbrances (other than Permitted Exceptions) which Seller has knowingly and intentionally suffered or allowed to be placed on the Property, including, without limitation, mortgages and mechanics’ liens which arise from work performed by or on behalf of Seller, judgments, federal, state and municipal tax liens, but shall expressly exclude mechanics’ liens which arise from work performed by or on behalf of Tenant (as hereinafter defined) or judgments, federal, state and municipal tax liens arising out of any act or failure to act by the Tenant. If the Title Company is not willing to insure title as set forth above, Seller may cause title to be insured by any other reputable title insurer licensed to do business in the state where the Property is located, and Purchaser shall pay the premium for such coverage at standard rates.
Voluntary Liens means (i) liens and other encumbrances (other than Permitted Exceptions) which Seller has knowingly and intentionally suffered or affirmatively placed on the Property (which includes any mortgage, lien or instrument placed, created or consented to by Seller in violation of Article VII below) and (ii) any mechanic’s lien with respect to work contracted for by Seller at the Property (but excluding any mechanic’s liens filed with respect to any work performed by or for any Tenants, other than by Seller or its agents or in connection with Capital Improvements made in accordance with Section 7.1 that will be paid in full at Closing).
Voluntary Liens has the meaning specified in Section 1.6(b)(i).
Voluntary Liens as used herein shall mean liens and other encumbrances (other than Permitted Exceptions) which Seller has suffered or allowed to be placed on the Property, including, without limitation, mortgages and mechanics’ liens which arise from work performed by or on behalf of Seller (excluding any mechanics’ liens arising from work performed by or at the direction of Purchaser or Purchaser’s sublessees or licensees), judgments, federal, state and municipal tax liens, but shall expressly exclude mechanics’ liens which arise from work performed by or on behalf of Tenant (as hereinafter defined) or judgments, federal, state and municipal tax liens arising out of any act or failure to act by the Tenant.
Voluntary Liens as used herein shall mean (i) liens and other encumbrances (other than Permitted Exceptions) which Seller has knowingly suffered or allowed to be placed on the Premises, including, without limitation, mechanics' liens which arise solely by reason of Seller's failure to pay amounts due, (ii) judgments and federal, state or municipal tax liens against Seller and (iii) mortgages other than any mortgages being assigned to Purchaser's lender.