Common use of Liens and Encumbrances; Existing and Arising After the Effective Date Clause in Contracts

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 grounds for termination of this Agreement prior to Closing) with a credit against the Contribution Value in an amount necessary to Cure such Required Cure Item as reasonably determined by the Partnership; or (ii) terminate this Agreement, by written notice to the Contributors, in which case such Contributor’s failure to Cure such Required Cure Item shall constitute a default of such Contributor hereunder and the Partnership shall be entitled to pursue and obtain its remedies pursuant to Section 7.2. Any New Title Matters to which Contributors do not object pursuant to this Section 3.2 and any other Lien or Encumbrance that a Contributor is not obligated to Cure pursuant to this Section 3.2 is a Permitted Exception.

Liens and Encumbrances; Existing and Arising After the Effective Date. Each ContributorSeller, with respect to its Property or Properties, agrees to Cure, prior to or at the Closing with respect to such Property, Closing: (i) all Voluntary Liens and Voluntary Encumbrances, if any, listed on Disclosure Schedule 8 and all Voluntary Liens and Voluntary Encumbrances voluntarily created by a Contributor first arising after the Effective Date and any mechanic’s of the Title Commitment for the Property affected by such Voluntary Lien 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), Voluntary Encumbrance; and (ii) the Involuntary Liens and Involuntary Encumbrances, if any, listed on Disclosure Schedule 3.1(c8 (items (i) and (ii) collectively, the “Required Cure Items”). If a Contributor Seller or the Partnership first Purchaser becomes aware of any that an Involuntary Liens and Lien or Involuntary Encumbrances Encumbrance has arisen after the Effective Date (other than those liens of the Title Commitment for the Property affected by such Involuntary Lien 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 Seller or the PartnershipPurchaser, as applicable, shall promptly give written notice to the other of such Involuntary Lien or Involuntary Encumbrance Encumbrance. If the cost to Cure such Involuntary Lien or Involuntary Encumbrance, together with the cost to Cure all other Involuntary Liens and Involuntary Encumbrances of which the Purchaser or any Seller has received written notice pursuant to the preceding sentence after the date hereof and prior to Closing (each, a “New Title Matter”). If, on or does not exceed $7,500,000, such Seller shall be obligated to Cure such New Title Matter prior to the or at Closing, at such Seller’s sole cost and expense. If the Contributors do not cost to Cure each of such New Title Matter, together with the cost to Cure all other New Title Matters of which the Partnership objects Purchaser or any Seller has received notice pursuant to in writing this Section 4.1.2, exceeds $7,500,000, then such Seller shall have the option but not the obligation to Cure such New Title Matter prior to Closing at such Seller’s sole cost and expense, and such Seller shall notify Purchaser of its election within five (5) Business Days after such Seller either sends or receives notice 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 such New Title Matter pursuant to the Contributors on or prior to Closingsecond sentence of this Section 4.1.2. If such Seller does not make such election in writing within such five (5) Business Day period, either (A) terminate this Agreement whereupon the Deposit such Seller shall be promptly returned deemed to the Partnershiphave elected not to Cure such New Title Matter. If such Seller is not obligated to Cure one or more New Title Matters and if such Seller elects (or is deemed to have elected) not to Cure such New Title Matters, and, except as otherwise expressly provided herein, neither party hereto shall have any further rights, obligations or liabilities hereunder or then Purchaser may elect to either: (Bi) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) with and receive a credit against the Contribution Value Purchase Price in an the amount necessary to cure Cure such uncured New Title Matter(s) but not to exceed (y) $7,500,000 less (z) the out-of-pocket amount actually spent by such Seller to Cure such New Title MatterMatter(s); or (ii) terminate this Agreement, provided by written notice to Sellers, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser, this Agreement shall terminate and neither party shall have any obligation to the other party hereunder except for obligations that in no event shall the amount expressly survive termination of such credit exceed five percent (5%) of the Contribution Value of the affected Propertythis Agreement. For the avoidance of doubt, the Contributors are Seller is required to Cure all Required Cure Items at or prior to the Closing DateClosing. If the Contributors do such Seller does not Cure any Required Cure Items at or prior to the Closing DateClosing, the Partnership Purchaser may elect to either either: (i) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) with and receive a credit against the Contribution Value Purchase Price in an the amount necessary to Cure such uncured Required Cure Item as reasonably determined by the PartnershipItems; or (ii) terminate this Agreement, by written notice to the ContributorsSellers, in which case such ContributorSeller’s failure to Cure such Required Cure Item shall constitute a default of such Contributor Seller Default hereunder and the Partnership Purchaser shall be entitled to pursue and obtain its remedies pursuant to Section 7.29.2. Any New Title Matters to which Contributors do not object pursuant to this Section 3.2 and any other Lien or Encumbrance that a Contributor Seller is not obligated to Cure prior to Closing pursuant to this Section 3.2 4.1.2 is a Permitted ExceptionException (provided that, in connection therewith, Seller has provided Purchaser a credit against the Purchase Price if and to the extent required above in this Section 4.1.2).

Liens and Encumbrances; Existing and Arising After the Effective Date. Each ContributorSeller, with respect to its Property or Properties, agrees to Cure, prior to or at the Closing with respect to such Property, Closing: (i) all Voluntary Liens and Voluntary Encumbrances, if any, listed on Disclosure Schedule 8 and all Voluntary Liens and Voluntary Encumbrances voluntarily created by a Contributor first arising after the Effective Date and any mechanic’s of the Title Commitment for the Property affected by such Voluntary Lien 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), Voluntary Encumbrance; and (ii) the Involuntary Liens and Involuntary Encumbrances, if any, listed on Disclosure Schedule 3.1(c8 (items (i) and (ii) collectively, the “Required Cure Items”). If a Contributor Seller or the Partnership first Purchaser becomes aware of any that an Involuntary Liens and Lien or Involuntary Encumbrances Encumbrance has arisen after the Effective Date (other than those liens of the Title Commitment for the Property affected by such Involuntary Lien 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 Seller or the PartnershipPurchaser, as applicable, shall promptly give written notice to the other of such Involuntary Lien or Involuntary Encumbrance Encumbrance. If the cost to Cure such Involuntary Lien or Involuntary Encumbrance, together with the cost to Cure all other Involuntary Liens and Involuntary Encumbrances of which the Purchaser or any Seller has received written notice pursuant to the preceding sentence after the date hereof and prior to Closing (each, a “New Title Matter”). If, on or does not exceed $2,500,000, such Seller shall be obligated to Cure such New Title Matter prior to the or at Closing, at such Seller’s sole cost and expense. If the Contributors do not cost to Cure each of such New Title Matter, together with the cost to Cure all other New Title Matters of which the Partnership objects Purchaser or any Seller has received notice pursuant to in writing this Section 4.1.2, exceeds $2,500,000, then such Seller shall have the option but not the obligation to Cure such New Title Matter prior to Closing at such Seller’s sole cost and expense, and such Seller shall notify Purchaser of its election within five (5) Business Days after such Seller either sends or receives notice 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 such New Title Matter pursuant to the Contributors on or prior to Closingsecond sentence of this Section 4.1.2. If such Seller does not make such election in writing within such five (5) Business Day period, either (A) terminate this Agreement whereupon the Deposit such Seller shall be promptly returned deemed to the Partnershiphave elected not to Cure such New Title Matter. If such Seller is not obligated to Cure one or more New Title Matters and if such Seller elects (or is deemed to have elected) not to Cure such New Title Matters, and, except as otherwise expressly provided herein, neither party hereto shall have any further rights, obligations or liabilities hereunder or then Purchaser may elect to either: (Bi) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) with and receive a credit against the Contribution Value Purchase Price in an the amount necessary to cure Cure such uncured New Title Matter(s) but not to exceed (y) $2,500,000 less (z) the out-of-pocket amount actually spent by such Seller to Cure such New Title MatterMatter(s); or (ii) terminate this Agreement, provided by written notice to Sellers, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser, this Agreement shall terminate and neither party shall have any obligation to the other party hereunder except for obligations that in no event shall the amount expressly survive termination of such credit exceed five percent (5%) of the Contribution Value of the affected Propertythis Agreement. For the avoidance of doubt, the Contributors are Seller is required to Cure all Required Cure Items at or prior to the Closing DateClosing. If the Contributors do such Seller does not Cure any Required Cure Items at or prior to the Closing DateClosing, the Partnership Purchaser may elect to either either: (i) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) with and receive a credit against the Contribution Value Purchase Price in an the amount necessary to Cure such uncured Required Cure Item as reasonably determined by the PartnershipItems; or (ii) terminate this Agreement, by written notice to the ContributorsSellers, in which case such ContributorSeller’s failure to Cure such Required Cure Item shall constitute a default of such Contributor Seller Default hereunder and the Partnership Purchaser shall be entitled to pursue and obtain its remedies pursuant to Section 7.29.2. Any New Title Matters to which Contributors do not object pursuant to this Section 3.2 and any other Lien or Encumbrance that a Contributor Seller is not obligated to Cure prior to Closing pursuant to this Section 3.2 4.1.2 is a Permitted ExceptionException (provided that, in connection therewith, Seller has provided Purchaser a credit against the Purchase Price if and to the extent required above in this Section 4.1.2).

Liens and Encumbrances; Existing and Arising After the Effective Date. Each ContributorSeller, with respect to its Property or Properties, agrees to Cure, prior to or at the Closing with respect to such Property, Closing: (i) all Voluntary Liens and Voluntary Encumbrances, if any, listed on Disclosure Schedule 8 and all Voluntary Liens and Voluntary Encumbrances voluntarily created by a Contributor first arising after the Effective Date and any mechanic’s of the Title Commitment for the Property affected by such Voluntary Lien 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), Voluntary Encumbrance; and (ii) the Involuntary Liens and Involuntary Encumbrances, if any, listed on Disclosure Schedule 3.1(c8 (items (i) and (ii) collectively, the “Required Cure Items”). If a Contributor Seller or the Partnership first Purchaser becomes aware of any that an Involuntary Liens and Lien or Involuntary Encumbrances Encumbrance has arisen after the Effective Date (other than those liens of the Title Commitment for the Property affected by such Involuntary Lien 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 Seller or the PartnershipPurchaser, as applicable, shall promptly give written notice to the other of such Involuntary Lien or Involuntary Encumbrance Encumbrance. If the cost to Cure such Involuntary Lien or Involuntary Encumbrance, together with the cost to Cure all other Involuntary Liens and Involuntary Encumbrances of which the Purchaser or any Seller has received written notice pursuant to the preceding sentence after the date hereof and prior to Closing (each, a “New Title Matter”). If, on or does not exceed $2,500,000, such Seller shall be obligated to Cure such New Title Matter prior to the or at Closing, at such Seller’s sole cost and expense. If the Contributors do not cost to Cure each of such New Title Matter, together with the cost to Cure all other New Title Matters of which the Partnership objects Purchaser or any Seller has received notice pursuant to in writing this Section 4.1.2, exceeds $2,500,000, ACTIVE/85729224.2 then such Seller shall have the option but not the obligation to Cure such New Title Matter prior to Closing at such Seller’s sole cost and expense, and such Seller shall notify Purchaser of its election within five (5) Business Days after such Seller either sends or receives notice 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 such New Title Matter pursuant to the Contributors on or prior to Closingsecond sentence of this Section 4.1.2. If such Seller does not make such election in writing within such five (5) Business Day period, either (A) terminate this Agreement whereupon the Deposit such Seller shall be promptly returned deemed to the Partnershiphave elected not to Cure such New Title Matter. If such Seller is not obligated to Cure one or more New Title Matters and if such Seller elects (or is deemed to have elected) not to Cure such New Title Matters, and, except as otherwise expressly provided herein, neither party hereto shall have any further rights, obligations or liabilities hereunder or then Purchaser may elect to either: (Bi) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) with and receive a credit against the Contribution Value Purchase Price in an the amount necessary to cure Cure such uncured New Title Matter(s) but not to exceed (y) $2,500,000 less (z) the out-of-pocket amount actually spent by such Seller to Cure such New Title MatterMatter(s); or (ii) terminate this Agreement, provided by written notice to Sellers, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser and the Seller shall pay an additional $1,000,000 as liquidated damages, in accordance with Section 9.2, this Agreement shall terminate and neither party shall have any obligation to the other party hereunder except for obligations that in no event shall the amount expressly survive termination of such credit exceed five percent (5%) of the Contribution Value of the affected Propertythis Agreement. For the avoidance of doubt, the Contributors are Seller is required to Cure all Required Cure Items at or prior to the Closing DateClosing. If the Contributors do such Seller does not Cure any Required Cure Items at or prior to the Closing DateClosing, the Partnership Purchaser may elect to either either: (i) proceed with the Closing (absent some other grounds for termination of this Agreement prior to Closing) with and receive a credit against the Contribution Value Purchase Price in an the amount necessary to Cure such uncured Required Cure Item as reasonably determined by the PartnershipItems; or (ii) terminate this Agreement, by written notice to the ContributorsSellers, in which case such ContributorSeller’s failure to Cure such Required Cure Item shall constitute a default of such Contributor Seller Default hereunder and the Partnership Purchaser shall be entitled to pursue and obtain its remedies pursuant to Section 7.29.2. Any New Title Matters to which Contributors do not object pursuant to this Section 3.2 and any other Lien or Encumbrance that a Contributor Seller is not obligated to Cure prior to Closing pursuant to this Section 3.2 4.1.2 is a Permitted ExceptionException (provided that, in connection therewith, Seller has provided Purchaser a credit against the Purchase Price if and to the extent required above in this Section 4.1.2).