Liens and Encumbrances; Existing and Arising After the Effective Date Sample Clauses

The "Liens and Encumbrances; Existing and Arising After the Effective Date" clause defines the parties' obligations and rights regarding any legal claims, security interests, or restrictions on the property or assets involved in the agreement, both those that exist at the time the contract is signed and those that may arise afterward. Typically, this clause requires the seller or owner to disclose any existing liens or encumbrances and may restrict the creation of new ones without the other party's consent. Its core function is to protect the interests of the buyer or lender by ensuring they receive assets free from undisclosed or unauthorized claims, thereby reducing the risk of future disputes or financial loss.
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Liens and Encumbrances; Existing and Arising After the Effective Date. Each Contributor, with respect to its Property or Properties, agrees to Cure, prior to or at the Closing with respect to such Property, (i) all Liens and Encumbrances voluntarily created by a Contributor after the Effective Date and any mechanic’s or construction liens relating to work done at a Property on behalf of a Contributor (other than those liens the clearance of which are the responsibility of a tenant or licensee under its Lease or License), and (ii) the Involuntary Liens and Involuntary Encumbrances, if any, listed on Schedule 3.1(c) (collectively, the “Required Cure Items”). If a Contributor or the Partnership first becomes aware of any Involuntary Liens and Involuntary Encumbrances after the Effective Date (other than those liens or encumbrances the clearance of which are the responsibility of a tenant or licensee under its Lease or License) the cost of which to Cure would exceed, in the aggregate, Five Hundred Thousand and 00/100 Dollars ($500,000) (in the case of an Involuntary Encumbrance, as such cost is reasonably determined by the Partnership), such Contributor or the Partnership, as applicable, shall promptly give written notice to the other of such Involuntary Lien or Involuntary Encumbrance (each, a “New Title Matter”). If, on or prior to the Closing, the Contributors do not Cure each of the New Title Matters which the Partnership objects to in writing within five (5) Business Days of the giving of the written notice referred to in the preceding sentence, the Partnership may, at its option and by delivery of written notice to the Contributors on or prior to Closing, either (A) terminate this Agreement whereupon the Deposit shall be promptly returned to the Partnership, and, except as otherwise expressly provided herein, neither party hereto shall have any further rights, obligations or liabilities hereunder or (B) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) with a credit against the Contribution Value in an amount necessary to cure such New Title Matter, provided that in no event shall the amount of such credit exceed five percent (5%) of the Contribution Value of the affected Property. For the avoidance of doubt, the Contributors are required to Cure all Required Cure Items at or prior to the Closing Date. If the Contributors do not Cure any Required Cure Items at or prior to the Closing Date, the Partnership may elect to either (i) proceed with Closing (absent some other gr...
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Related to Liens and Encumbrances; Existing and Arising After the Effective Date

  • Title to Properties; Absence of Liens and Encumbrances (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

  • Continuing Security Interest; Assignments under the Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 8.07 of the Credit Agreement.

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • Liens and Encumbrances The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment, transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

  • Continuing Security Interest: Assignments under Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations have been paid in full in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (b) be binding upon each Grantor, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, Agent will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Advances or other loans made by any Lender to Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.