Lien Removal Sample Clauses
Lien Removal. (a) Without limiting the closing condition in Section 5.01(i)(A), Seller shall, and shall cause its Subsidiaries to, (i) use reasonable best efforts to remove prior to or as of the Initial Closing Date any Liens on Shares or assets (other than Permitted Liens on assets) set forth in Section 7.14 of the Seller Disclosure Letter, and (ii) use commercially reasonable efforts to remove prior to or as of the Initial Closing Date any Liens (other than Permitted Liens on assets) that may be identified by Purchaser prior to the Initial Closing Date (that are not set forth in Section 7.14 of the Seller Disclosure Letter) on the Shares, the Acquired Assets or the assets of Transferred Subsidiaries. It is agreed that to the extent that the removal of a Lien requires the repayment of indebtedness of a Transferred Subsidiary, Seller agrees to cooperate prior to the applicable Closing in arranging for the repayment of such indebtedness; provided that only such repayment shall occur on the applicable Closing Date using funds provided by Purchaser (it being agreed that in such event the amount of such funds provided by Purchaser shall reduce the Worldwide Purchase Price by an equal amount and such indebtedness shall not be included in the calculation of the Indebtedness Balance).
(b) Following the Initial Closing and without limiting the indemnification obligations of Seller, Seller agrees to reasonably cooperate, at the reasonable request of Purchaser, in the removal of any Liens (other than Permitted Liens on assets) identified by Purchaser after the Initial Closing Date on the Shares, the Acquired Assets or the assets of Transferred Subsidiaries.
Lien Removal. Debtor is hereby authorized by Creditor to file any UCC termination statements terminating any and all currently effective liens, encumbrances or UCC financing statements filed or existing against Debtor (or any of its assets or properties) related to the Payment Obligations of the Creditor Claims including any financing statement filed with the Delaware or Texas Secretary of State.
Lien Removal. (a) The Contractor will, at its own cost and expense, cause any and all Liens filed or made by a Subcontractor or any other Person against the Job Site or the B▇▇▇, any interest therein, or upon any materials, equipment or structures encompassed therein, or upon the premises upon which they are located, to be released, vacated or discharged no later than thirty (30) days after the earlier of the Owner having sent the Contractor written Notice of any claim of Lien and the Contractor having become aware of a claim for L▇▇▇ except to the extent such Liens are attributable to the non-payment by the Owner of amounts due and payable hereunder or which are attributable to the willful misconduct of the Owner. If the Lien is merely vacated, the Contractor shall, if requested, undertake the Owner’s defence of any subsequent lawsuit commenced in respect of the lien at the Contractor’s sole expense.
(b) If the Contractor shall fail to vacate or discharge promptly any proceedings or claim of Lien filed or made by a Subcontractor or any other Person against the Job Site or the B▇▇▇, any interest therein, or upon any materials, equipment or structures encompassed therein, or upon the premises upon which they are located within the period specified in Section 26.1.6(a), the Owner may exercise its rights under the Construction Act (Ontario) to have the claim of Lien vacated by making a payment into court or posting security and may offset the amount of any such payment and all costs and expenses incurred by the Owner in making such payment or posting such security, including administrative costs, legal fees and other expenses, against amounts due or to become due to the Contractor under the Agreement.
Lien Removal. The City will remove any liens, and relinquish any claim to any liens, placed on Plaintiffs' properties or the properties ofpotential Class Members as a result ofbeing criminally prosecuted by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and subsequently criminally convicted (whether by guilty plea or court trial).
Lien Removal. Prior to the Closing, the ACME Entities shall take all necessary action to remove any Encumbrances (except Permitted Encumbrances), including those referenced in Schedule 4.15, on the Shares and the assets of the Company.
Lien Removal. The Company shall have provided to Purchaser documentation for the release of all Encumbrances on the Company’s assets or properties registered in favor of TriplePoint Capital LLC, in form and substance reasonably satisfactory to Purchaser, which shall include a letter addressed to the Israeli Registrar of Companies duly executed by TriplePoint Capital LLC requesting the removal of the Encumbrances registered in favor of TriplePoint Capital LLC on certain of the Company’s assets.
Lien Removal. (a) If, at any time, there is any lien or claim of any kind whatsoever filed against the Project by Contractor, a subcontractor, Architect, Engineer or other design professional or anyone claiming under or through Developer, Contractor, a subcontractor, Architect, Engineer or other design professional for work performed or
Lien Removal. During the term, Tenant shall remove, within thirty (30) days, all liens levied against the Land or Building arising out of work incurred by or at the request of the Tenant unless such liens are the subject of a bona fide contest as hereinafter provided. The Tenant shall, at the Tenant's sole cost and expense, keep all buildings erected upon the demised premises and the fixtures therein, insured for the benefit of the Landlord, as the named insured, in an amount equivalent to the full replacement value thereof (excluding foundation and excavation costs), (a) against loss or damage by fire and (b) against such other risk, of a similar or dissimilar nature, as are or shall be customarily covered with respect to buildings in construction, general location, use and occupancy to the building then on the demises premises, including but without limiting the generality of the foregoing, windstorm, hail, explosion, vandalism, riot and civil commotion, damage from vehicles and smoke damage. These insurance provisions shall in no way limit or modify any of the obligations of the Tenant under any provisions of this Lease.
Lien Removal. If any mechanic’s or other liens shall at any time be filed against Property by reason of work performed related to this PPA or labor, services or materials performed or furnished, or alleged to have been performed or furnished, to Seller or to anyone performing any work, improvements, maintenance or operations of the System through or under Seller, and regardless of whether any such lien is asserted against the interest of the Buyer, or Seller, Seller, at its sole expense, shall cause the same to be discharged of record, or bonded to the satisfaction of the Buyer. If Seller shall fail to cause such lien to be so discharged or bonded after being notified of the filing thereof, then, in addition to any other right or remedy of the Buyer, the Buyer may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by, including reasonable attorneys’ fees incurred by the Buyer either in defending against such lien or in procuring the bonding for or discharge of such lien, together with interest thereon at the legal rate, shall be paid by Seller to Buyer.
Lien Removal. Liens in the Company Assets shall have been discharged except for liens arising from: (i) Community Betterment Economic Account Loans; and (ii) Kirkwood New Industrial Training Agreements.