New Encumbrances Clause Samples

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New Encumbrances. Buyer shall have the right to review and approve any new exceptions to title that, if not cured, removed or otherwise remedied, would encumber the Hospital Campus Real Property at Closing to the extent such new exceptions arise after the date of the Title Report (collectively, the “New Encumbrances”). Any New Encumbrance must be either approved or disapproved by Buyer within ten (10) Business Days of Buyer’s receipt of written notice of such New Encumbrance. Any such New Encumbrance not approved or disapproved within such ten (10) Business Day period shall be deemed a Permitted Real Property Encumbrance for purposes of this Agreement. If Buyer disapproves any New Encumbrance (“Objectionable Encumbrance”) within such ten (10) Business Day period, Seller may elect (but shall not be obligated) to remove or cause to be removed, at its sole cost and expense, any Objectionable Encumbrances (other than the Removable Objections, which Seller shall in all cases be obligated to remove as exceptions to title) before any exercise by Buyer of any of the Real Property Purchase Options pursuant to the Lease. Seller shall notify Buyer in writing within ten (10) Business Days after receipt of Buyer’s notice of Objectionable Encumbrances whether Seller elects to remove such Objectionable Encumbrances (other than the Removable Objections) as described above. If Seller elects in writing not to remove one or more Objectionable Encumbrances (other than the Removable Objections), Buyer may elect, to either (a) terminate this Agreement by giving written notice to Seller within five (5) Business Days after Buyer’s receipt of Seller’s election, or (b) waive such Objectionable Encumbrances, in which event such Objectionable Encumbrances shall be deemed additional Permitted Real Property Encumbrances and the Closing shall occur as herein provided. Notwithstanding the foregoing, Seller shall be obligated at or before Closing to cause the release of the Encumbrances of all monetary Encumbrances (and exceptions removable solely by the payment of money) encumbering the Hospital Campus Real Property or any portion thereof (collectively, the “Removable Objections”).
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New Encumbrances. Buyer shall have the right to object to any Title Encumbrances or survey matters first occurring after the date of the Commitment (each a “New Encumbrance”) by giving written notice of the New Encumbrance to which Buyer is objecting at any time prior to Closing, but not later than three (3) business days after discovery of the same. If Buyer does not object to any New Encumbrance by giving timely written notice as herein provided, such New Encumbrance shall be a Permitted Encumbrance. In the event Buyer gives timely written notice of objection to any New Encumbrance as herein provided, the provisions of Section 5(d) shall apply with respect thereto as if set forth herein in full. If any New Encumbrance is a Monetary Encumbrance, Seller must satisfy same on or before the Closing subject to Section 5(d).
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New Encumbrances. From and after the Effective Date, Sellers will not agree to any additional encumbrances to the Property without Buyer’s prior written consent, which may be withheld in Buyer’s sole discretion, unless such encumbrances will be released and/or satisfied by Sellers prior to or at Closing. Except for encumbrances that will be released and/or satisfied by Sellers prior to or at Closing, Sellers shall notify Buyer prior to agreeing to any additional encumbrance to the Property and Buyer shall have three (3) Business Days in which to approve or disapprove of such encumbrance. If Buyer fails to approve or disapprove of such encumbrance within three (3) Business Days after receiving notice from Sellers, Buyer shall be deemed to have approved the encumbrance.
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New Encumbrances. During the Interim Period, the Seller shall provide written notice to the Buyer of all new Encumbrances registered against Real Property.
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New Encumbrances. Prior to closing, neither Party shall enter into or grant any lien, contract, lease, sublease or similar agreement affecting the Property.
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New Encumbrances. Buyer shall have the right to review and approve any new exceptions to title that, if not cured, removed or otherwise remedied, would encumber the Hospital Campus Real Property at Closing to the extent such new exceptions arise after the date of the Title Report (collectively, the “New Encumbrances”). Any New Encumbrance must be either approved or disapproved by Buyer within ten (10) Business Days of Buyer’s receipt of written notice of such New Encumbrance. Any such New Encumbrance not approved or disapproved within such ten (10) Business Day period shall be deemed a Permitted Real Property Encumbrance for purposes of this Agreement. If Buyer disapproves any New Encumbrance (“Objectionable Encumbrance”) within such ten (10) Business Day period, Seller may elect (but shall not be obligated) to remove or cause to be removed, at its sole cost and expense, any Objectionable Encumbrances (other than the Removable Objections, which Seller shall in all cases be obligated to remove as exceptions to title) before any exercise by Buyer of any of the Execution Version US-DOCS\101960243.19
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New Encumbrances. So long as the Senior Indebtedness has not been Paid in Full, the Subordinated Creditor agrees that no additional Encumbrances shall be granted or permitted on any asset of the Company to secure any Subordinated Indebtedness unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Encumbrance shall be granted on such asset to secure the Senior Indebtedness (unless and to the extent the grant of such Encumbrance is otherwise waived in writing by the Senior Lender). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Lender, the Subordinated Creditor agrees that any amounts received by or distributed to it pursuant to or as a result of Encumbrances granted in contravention of this Section 2(g) shall be subject to the terms of this Agreement.
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New Encumbrances. Prior to closing, neither party shall enter into or grant any lien, contract, lease, sublease or similar agreement affecting the Property, with the exception that at or before closing, the City may record a well access easement as described in the solicitation documents and noted below in Section 4.2.1.3.
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Related to New Encumbrances

  • Title; Encumbrances Is the Property sold subject to any Encumbrances? No Yes, listed below: ■ WARNING TO SELLER: You are required to disclose all Title Encumbrances which will remain after settlement (for example, easements on your title and statutory easements for sewerage and drainage which may not appear on a title search). Failure to disclose these may entitle the Buyer to terminate the contract or to compensation. It is NOT sufficient to state "refer to title", "search will reveal", or similar. TENANTS NAME: ■ If the property is sold with vacant possession from settlement, insert 'Nil'. Otherwise complete details from Residential Tenancy Agreement. TERM AND OPTIONS: STARTING DATE OF TERM: ENDING DATE OF TERM: RENT: BOND: $ $ PROPERTY MANAGER: ADDRESS: SUBURB: STATE: POSTCODE: PHONE: FAX: MOBILE: EMAIL:

  • Taxes; Encumbrances At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

  • LIENS; ENCUMBRANCES Borrower acknowledges that, to the extent provided in Section 21, the grant, creation or existence of any mortgage, deed of trust, deed to secure debt, security interest or other lien or encumbrance (a "Lien") on the Mortgaged Property (other than the lien of this Instrument) or on certain ownership interests in Borrower, whether voluntary, involuntary or by operation of law, and whether or not such Lien has priority over the lien of this Instrument, is a "Transfer" which constitutes an Event of Default and subjects Borrower to personal liability under the Note.

  • Permitted Encumbrances The term “Permitted Encumbrances” shall mean:

  • Encumbrances Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.