Removal of Encumbrances Clause Samples

Removal of Encumbrances. Seller will discharge all monetary mortgages, liens, judgments, or other encumbrances (except any created by Buyer or Tenant and except for the lien of current real estate taxes or assessments not yet due and payable), and Seller will pay all costs, including any prepayment penalties, associated with discharging any such mortgage, lien or other encumbrance.

Removal of Encumbrances. On or before the Scheduled Closing Date, Seller shall have, at Seller's sole cost and expense and to Buyer's satisfaction, removed the effect on title to the Property, or any portion thereof, of any assessments for public improvements, deeds of trust, mechanics liens, and any other monetary or similar encumbrances.

Removal of Encumbrances. If any of the UBC Lands within the Development Areas becomes subject to any Conflicting Encumbrance (other than a Conflicting Encumbrance that has been consented to by the other Party under Section 18.1) as a result of an act or omission of either Party (the “Encumbering Party”), then the Encumbering Party will immediately take all necessary steps to remove or to assist the other Party in the removal of such Conflicting Encumbrance. If the Encumbering Party fails to remove such Conflicting Encumbrance within ten Business Days after notice from the other Party to remove the Conflicting Encumbrance, the other Party may take whatever steps it deems necessary to remove the Conflicting Encumbrance at the cost of the Encumbering Party.

Removal of Encumbrances. The Company shall take all necessary actions to cause the termination, release, and removal on or prior to the Closing Date, of all Encumbrances relating to the Company, the Assets or the Business, including without limitation the discharging or other satisfaction of related claims and obligations, in each case without incurring any obligation on the part of Pegasus or Merger Sub or otherwise adversely affecting Pegasus or Merger Sub.

Removal of Encumbrances. Buyer shall have until the date that is thirty (30) days following the Effective Date to notify Seller of any objections to matters shown on the Updated Survey or listed in the Title Commitment that are not acceptable to Buyer (the “Objection Notice”). Seller shall respond to Buyer in writing indicating what, if any action, Seller shall take with respect to any objection set forth in Buyer’s Objection Notice (“Seller’s Objection Notice Response”), and to the extent Seller has elected to cure any objection, Seller shall have until five (5) business days prior to the expiration of the Initial Due Diligence Period to have such matters removed from the Title Commitment or to cure any defects or exceptions objected to by Buyer and cause the Title Commitment to be revised and reissued without such items or to have the Title Company commit to insure against loss or damage that may be occasioned by such matters in a form and manner acceptable to Buyer in its sole discretion. Buyer shall not be required to object to any liens ("Liens") securing repayment or payment obligations listed on the Title Commitment; Seller hereby agrees that the same shall be paid in full and satisfied at Closing by Seller. Seller shall not be obligated to cure any objections except for removal of Liens, which may be done contemporaneously with Closing and from the Purchase Price payable at Closing. If Seller notifies Buyer that Seller is unable or unwilling to clear any defects or exceptions to title or if Seller agrees to cure any defects or exceptions but fails to cure the same on or before the date that is five (5) business days prior to the expiration of the Initial Due Diligence Period, Buyer shall elect to either (i) waive the same and proceed to Closing or (ii) terminate this Agreement. If Buyer elects to terminate this Agreement Title Company shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer without further demand therefor. .

Removal of Encumbrances. At any time prior to the Closing, the Buyer may, at its election, order Uniform Commercial Code search reports from all applicable jurisdictions (the “UCC Searches”). The Buyer shall give notice to the Sellers prior to the Closing of the Buyer’s disapproval of any matter referred to in the UCC Searches, or otherwise discovered by the Buyer as a result of a physical inspection or other examination of the Leased Real Property, and which matters: (i) constitute any Taxes and assessments, other than ad valorem real property Taxes and assessments for the current year which are not yet due and payable; (ii) represent mortgages, deeds of trust, financing statements, mechanics’ lien claims or similar instruments of encumbrance; or (iii) interfere with the Buyer’s right to possession of or the present use of any of the Leased Real Property or adversely affect continuation by the Buyer of such present use or the value of any of such Leased Real Property when utilized in substantial conformity with such present use (such matters or exceptions are hereinafter referred to collectively as “Defects”). Any such notice of disapproval shall reasonably describe relevant Defects. The Sellers shall cure and eliminate (or, to the extent that any such cure or elimination is not under the control of any Seller, the Sellers shall take such actions as are reasonably necessary, to cause the cure and elimination of) all Defects of which the Sellers are given notice by the Buyer prior to the Closing as promptly as practicable. Neither Seller shall take any action that would result in the creation of any Defect on any of the Leased Real Property.

Removal of Encumbrances. Prior to the Closing, the Seller shall enter into enforceable agreements to remove all Encumbrances (other than the categories of Permitted Encumbrances set forth in clauses (i) through (vi) and clause (viii) of such definition) on the Transferred Business Assets, subject only to the receipt of money to be paid.

Removal of Encumbrances. Buyer shall notify Seller of any liens, encumbrances or other items shown on the Survey or listed in the Title Commitment that are not acceptable to Buyer. Any liens, encumbrances or other items shown on the Survey or listed in the Title Commitment that are not specifically accepted by Buyer in writing shall be removed by Seller prior to the end of the Due Diligence Period, or if the same consist of liens securing repayment or payment obligations, the same shall be paid in full and satisfied at Closing. If Seller notifies Buyer in writing that it is unable or unwilling to clear any defects or exceptions to title before or at Closing as aforesaid, Buyer shall have the right to either waive the same or terminate this Agreement.

Removal of Encumbrances. All Encumbrances of any kind and nature shall have been removed from the Granite Broadcasting Assets, other than Permitted Encumbrances. For purposes of this Section 7.1.17, the definition of Permitted Encumbrances shall not include clause (v) thereof.