Transfers, Encumbrances and Liens Clause Samples

Transfers, Encumbrances and Liens. Mortgagor recognizes that any secondary or junior financing placed upon the Mortgaged Property could (a) divert funds which would otherwise be used to pay the Indebtedness evidenced by the Note and secured by the Loan Documents; (b) result in acceleration and foreclosure by any such junior encumbrancer, which could force Mortgagee to take measures and incur expenses to protect its security; and (c) impair Mortgagee's right to accept a deed in lieu of foreclosure from Mortgagor, as a foreclosure by Mortgagee would be necessary to clear the title to the Mortgaged Property. Mortgagor covenants and agrees that so long as the Indebtedness secured by this Mortgage is outstanding, there will be no secondary financing, mortgage, or encumbrance with respect to the Mortgaged Property; and Mortgagor will not suffer to exist any encumbrance, including liens of mechanics or materialmen, other than those listed in the policy of title insurance dated the date hereof insuring the lien of this Mortgage, whether such mortgage or encumbrance is prior or subordinate to this Mortgage and the lien hereof. All agreements and obligations to pay commissions or fees in connection with the leasing of any portion of the Mortgaged Property shall be subject and subordinate to this Mortgage and shall not be enforceable against Mortgagee or any purchaser at a foreclosure sale hereunder, or their respective successors. Any encumbrance, pledge, transfer or other alienation upon or of the Mortgaged Property or any change in the present ownership of all or any part of the Mortgaged Property shall, at the option of the Mortgagee, constitute an Event of Default hereunder. Mortgagor agrees that in the event the ownership of the Mortgaged Property or any part thereof becomes vested in a person other than the Mortgagor, Mortgagee may, without notice to Mortgagor, deal in any way with such successor or successors in interest (whether immediate or remote) with reference to this Mortgage and the Note and other sums hereby secured without in any way vitiating or discharging Mortgagor's liability hereunder or upon the Note and other sums hereby secured. No sale of the Mortgaged Property and no forbearance to any person with respect to this Mortgage and no extension to any person of the time for payment of the Note and other sums hereby secured given by Mortgagee shall operate to release, discharge, modify, change, or affect (i) the original liability of Mortgagor either in whole or in part; or (ii) th...
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Transfers, Encumbrances and Liens. 8.1 Sale or Transfer of Mortgaged Property. No assignment (by operation of law or otherwise), sale or contract to sell, transfer, mortgage, conveyance or lease shall be made by Mortgagor of the Mortgaged Property or any part thereof or any right, title or interest therein (including, without limitation, any oil, gas or other mineral interest) without first obtaining the prior written consent of Mortgagee. If, at any time prior to the release of this Mortgage of record, Mortgagor shall merge, consolidate or dissolve, or shall sell all or substantially all of its assets, or if, during such period, a cumulative total of more than forty-nine percent (49.00%) of the voting stock of Mortgagor shall be transferred, by sale, assignment (including but not limited to any assignment by operation of law), gift or in any other manner, the same shall, unless made with Mortgagee’s prior written consent, be deemed an unauthorized assignment for purpose of this Section 8.1.
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Related to Transfers, Encumbrances and Liens

  • ENCUMBRANCES AND LIENS The Contractor shall not cause or permit any lien, attachment or other encumbrance by any person to be placed on file or to remain on file in any public office or on file with UNDP against any monies due to the Contractor or that may become due for any work done or against any goods supplied or materials furnished under the Contract, or by reason of any other claim or demand against the Contractor or UNDP.

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

  • Permitted Liens Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

  • 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.

  • ENCUMBRANCES/LIENS The Contractor shall not cause or permit any lien, attachment or other encumbrance by any person to be placed on file or to remain on file in any public office or on file with the UNDP against any monies due or to become due for any work done or materials furnished under this Contract, or by reason of any other claim or demand against the Contractor.