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).
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).
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.” 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.
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.
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.
Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in any Title Objection Notice (a “Title Objection”), except for Monetary Liens and Voluntary Liens (defined below).
Seller, in addition to its other expenses, shall pay at Closing (1) all documentary stamps, excise taxes and real estate transfer taxes, and (2) all recording charges incident to the recording of any instruments to discharge or remove Monetary Liens, Voluntary Liens, and all other encumbrances not approved (or deemed approved) by Buyer, and (3) one-half of the escrow fee of the Escrow Agent.
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 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 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 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 as used herein shall mean liens and other encumbrances which Seller placed or permitted to be placed on the Property (which includes any (i) mortgage, deed of trust, lien or instrument not caused by Bxxxx and (ii) mechanic’s lien with respect to work or materials contracted for by Seller at the Property). Notwithstanding the foregoing, in the event that Seller, in good faith, is disputing a mechanic’s lien, at Seller’s cost and expense, Seller may bond any such matters to the Title Company’s satisfaction, and such objection shall be deemed cured provided such matter shall not be reflected as an exception in the title policy obtained by Buyer. Upon any election by Bxxxx made in accordance with this Section 4.2(a) to terminate this Agreement, the Escrow Agent shall return the Deposit (less the Independent Consideration) to Buyer and neither party shall have any further obligations under this Agreement (except those provisions hereof which are expressly stated to survive termination). Further, notwithstanding anything to the contrary contained herein, all of the following shall also constitute Permitted Exceptions (regardless of whether Buyer disapproves of them): (A) non-delinquent real estate taxes and assessments, bond or special district assessments, personal property taxes, sewer taxes, charges or rents, in each case not yet due and payable; (B) liens, encumbrances or other matters made or created by or on behalf of Buyer, including, without limitation, liens arising as a result of any act or intentional omission of Buyer or its agents, contractors or representatives; (C) zoning and other land use restrictions and ordinances; (D) printed exceptions and exclusions set forth in the Title Company’s standard form policy of title insurance which Title Company does not agree to delete; (E) any other matters which are approved in writing or deemed approved by Buyer prior to the Closing Date; (F) any matters which could be ascertained by a proper inspection or updated survey of the Real Property; (G) the Seller Lease; and (H) any matter of record or other matters consented by, to, approved or permitted in writing by Buyer arising out of its use and occupancy of the Property.
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.