Common use of Title; Liens Clause in Contracts

Title; Liens. Lessee represents and warrants to, and covenants with, ------------ Lessor that Lessor has and shall have good fee simple title to (or, with respect to Knolls Two Phase Three, Renaissance Business Park Phase I and Renaissance Business Park Phase II, so long as the respective Ground Leases are in effect, a valid ground leasehold interest in) each and every Leased Property, subject only to Permitted Encumbrances, and that Lessee shall warrant and defend the same to Lessor against the lawful claims and demands of all Persons. Subject to the provisions of paragraph (d) of Article 6, Lessee will promptly, but in any event no later than the earlier of 30 days after its Actual Knowledge of the filing thereof or the enforcement of the same, at its own expense, remove, satisfy or discharge of record, by bond or otherwise, any charge, lien, security interest or encumbrance upon any Leased Property, upon any Basic Rent, or upon any Additional Rent or other sums payable by Lessee under this Lease which arises for any reason (except for Lessor Liens and any other acts or omissions of Lessor or anyone claiming by, through or under Lessor, without the consent of Lessee), including all liens which arise out of Lessee's possession, use, operation and occupancy of any Leased Property, but not including any Permitted Encumbrances. Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, express or implied, to or for the performance by any contractor, laborer, materialman, or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Leased Property or any part thereof. Notice is hereby given that Lessor will not be liable for any labor, services or materials furnished or to be furnished to Lessee, or to anyone holding an interest in any Leased Property or any part thereof through or under Lessee, and that no mechanic's or other liens for any such labor, services or materials shall attach to or affect the interest of Lessor in and to any Leased Property. In the event of the failure of Lessee to discharge any charge, lien, security interest or encumbrance within the time period set forth above and otherwise as aforesaid, except during the pendency of any contest permitted and conducted pursuant to paragraph (d) of Article 6, after five days prior notice to Lessee (or after shorter notice or without notice if prudent under the circumstances to prevent enforcement or other action against Lessor or any Leased Property), Lessor may discharge such items by payment or bond or both, and Lessee will repay to Lessor, upon demand, any and all amounts paid therefor, or by reason of any liability on such bond, and also any and all reasonable incidental expenses, including reasonable attorneys' fees and disbursements, incurred by Lessor in connection therewith.

Title; Liens. Lessee represents and warrants to, and covenants with, ------------ Lessor that Lessor has and shall have good fee simple title to (or, with respect to Knolls Two Phase Three, Renaissance Business Park Phase I and Renaissance Business Park Phase II, so long as the respective Ground Leases are in effect, a valid ground leasehold interest in) each and every Leased Property, subject only to Permitted Encumbrances, and that Lessee shall warrant and defend the same to Lessor against the lawful claims and demands of all Personspersons. Subject to the provisions of paragraph (d) of Article 6, Lessee will promptly, but in any event no later than the earlier of 30 days after its Actual Knowledge of the filing thereof or the enforcement of the same, at its own expense, remove, satisfy or discharge of record, by bond or otherwise, any charge, lien, security interest or encumbrance upon any Leased Property, upon any Basic Rent, or upon any Additional Rent Obligations or other sums payable by Lessee under this Lease which arises for any reason (except for Lessor Liens and any other acts or omissions of Lessor or anyone claiming by, through or under Lessor, without the consent of Lessee), including all liens which arise out of Lessee's possession, use, operation and occupancy of any Leased Property, but not including any Permitted Encumbrances. Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, express or implied, to or for the performance by any contractor, laborer, materialman, or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Leased Property or any part thereof. Notice is hereby given that Lessor will not be liable for any labor, services or materials furnished or to be furnished to Lessee, or to anyone holding an interest in any Leased Property or any part thereof through or under Lessee, and that no mechanic's or other liens for any such labor, services or materials shall attach to or affect the interest of Lessor in and to any Leased Property. In the event of the failure of Lessee to discharge any charge, lien, security interest or encumbrance within the time period set forth above and otherwise as aforesaid, except during the pendency of any contest permitted and conducted pursuant to paragraph (d) of Article 6, after five 10 days prior notice to Lessee (or after shorter notice or without notice if prudent under the circumstances to prevent enforcement or other action against Lessor or any Leased Property), Lessor or Agent Bank may discharge such items by payment or bond or both, and Lessee will repay to Lessor, upon demand, any and all amounts paid therefor, or by reason of any liability on such bond, and also any and all reasonable incidental expenses, including reasonable attorneys' fees and disbursementsfees, incurred by Lessor in connection therewith.

Title; Liens. Lessee represents On the Closing Date and warrants toat all times thereafter until Xxxxxxxx’s obligations hereunder are satisfied in full, and covenants with, ------------ Lessor that Lessor has and shall Borrower will have good marketable fee simple title to (or, with respect to Knolls Two Phase Three, Renaissance Business Park Phase I and Renaissance Business Park Phase II, so long as the respective Ground Leases are in effect, a valid ground leasehold interest in) each and every Leased PropertyProject, subject only to the Permitted Encumbrances, . Xxxxxxxx represents that no work has commenced on the Project that would cause mechanics liens to take priority over the Deed of Trust unless approved in writing by Xxxxxx and affirmatively covered by the Title Policy. Borrower shall maintain the lien of the Deed of Trust as a valid first priority lien on the Project and agrees that Lessee shall warrant it will not suffer or permit any liens (other than the Permitted Encumbrances and defend Subordinate Loan Documents) or mechanics’ liens to be claimed or filed or otherwise asserted against the Project and will promptly discharge the same to Lessor against the lawful claims and demands of all Persons. Subject to the provisions of paragraph (d) of Article 6, Lessee will promptly, but in any event no later than the earlier of 30 days after its Actual Knowledge case of the filing thereof of any claims for lien or proceedings for the enforcement of the same, at its own expense, remove, satisfy or discharge of record, by bond or otherwise, any charge, lien, security interest or encumbrance upon any Leased Property, upon any Basic Rent, or upon any Additional Rent or other sums payable by Lessee under this Lease which arises for any reason (except for Lessor Liens and any other acts or omissions of Lessor or anyone claiming by, through or under Lessor, without the consent of Lessee), including all liens which arise out of Lessee's possession, use, operation and occupancy of any Leased Property, but not including any Permitted Encumbrances. Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, express or implied, to or for the performance by any contractor, laborer, materialman, or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Leased Property or any part thereof. Notice is hereby given that Lessor will not be liable for any labor, services or materials furnished or to be furnished to Lessee, or to anyone holding an interest in any Leased Property or any part thereof through or under Lessee, and that no mechanic's or other liens for any such laborwill pay all special assessments which have been placed in collection and real estate taxes and assessments of every kind upon the Land, services or materials shall attach to or affect before the interest of Lessor in and to any Leased Propertysame become delinquent. In the event that any claim of lien is asserted against the Project or any claim is asserted against Lender by any Person furnishing labor or materials to the Project, Borrower shall immediately give notice of the failure same to Lender and shall, promptly and in any event within ten (10) Business Days, (a) pay and discharge the same, or (b) effect the release thereof by delivering to Lender a surety bond complying with the requirements of Lessee applicable Laws for the release of the lien or claim, (c) escrowing funds in an amount acceptable to discharge any chargeLender, lien, security interest or encumbrance within the time period set forth above and otherwise as aforesaid, except during the pendency of any contest permitted and conducted pursuant to paragraph (d) of Article 6obtain affirmative title insurance coverage insuring over the lien in form and substance acceptable to Lender. Notwithstanding the foregoing, after five days prior notice to Lessee (or after shorter notice or without notice if prudent under Lender shall have the circumstances to prevent enforcement or other action against Lessor or any Leased Property)right but not the obligation, Lessor may discharge such items by payment or bond or both, and Lessee will repay to Lessor, upon demand, any and all amounts paid therefor, or by reason of any liability on such bond, and also any and all reasonable incidental expenses, including reasonable attorneys' fees and disbursements, incurred by Lessor in connection therewith.to

Title; Liens. Lessee represents and warrants to, and covenants with, ------------ Lessor that Lessor has and shall have good fee simple title to (or, with respect to Knolls Two Phase Three, Renaissance Business Park Phase I and Renaissance Business Park Phase II, so long as the respective Ground Leases are in effect, a valid ground leasehold interest in) each and every Leased Property, subject only to Permitted Encumbrances, and that Lessee shall warrant and defend the same to Lessor against the lawful claims and demands of all Personspersons other than Lessor Liens. Subject to the provisions of paragraph (d) of Article 6, Lessee will promptly, but in any event no later than the earlier of 30 days after its Actual Knowledge of the filing thereof or the enforcement of the same, at its own expense, remove, satisfy or discharge of record, by bond or otherwise, any charge, lien, security interest or encumbrance upon any the Leased Property, upon any Basic Rent, or upon any Additional Rent or other sums payable by Lessee under this Lease which arises for any reason (except for Lessor Liens and any other acts or omissions of Lessor or anyone claiming by, through or under Lessor, without the consent of Lessee), including all liens which arise out of Lessee's possession, use, operation and occupancy of any the Leased Property, but not including any Permitted Encumbrances. Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, express or implied, to or for the performance by any contractor, laborer, materialman, or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any the Leased Property or any part thereof. Notice is hereby given that Lessor will not be liable for any labor, services or materials furnished or to be furnished to Lessee, or to anyone holding an interest in any the Leased Property or any part thereof through or under Lessee, and that no mechanic's or other liens for any such labor, services or materials shall attach to or affect the interest of Lessor in and to any the Leased Property. In the event of the failure of Lessee to discharge any charge, lien, security interest or encumbrance within the time period set forth above and otherwise as aforesaid, except during the pendency of any contest permitted and conducted pursuant to paragraph (d) of Article 6, after five 10 days prior notice to Lessee (or after shorter notice or without notice if prudent under the circumstances to prevent enforcement or other action against Lessor or any the Leased Property), Lessor may discharge such items by payment or bond or both, and Lessee will repay to Lessor, upon demand, any and all amounts paid therefor, or by reason of any liability on such bond, and also any and all reasonable incidental expenses, including reasonable attorneys' fees and disbursementsfees, incurred by Lessor in connection therewith.

Title; Liens. Each Lessee, as a Seller, has good and marketable title to each item of Equipment title to which will be transferred by such Lessee represents to Trustee on the Closing Date, free and warrants clear of all Liens other than Permitted Liens. No Lessee has granted, nor will any Lessee grant, any Lien on any item of Equipment, any other Lessee Collateral or the Lease, to any Person other than Trustee and Collateral Agent, on behalf of the Lenders; and no Lien, other than the Lien granted to Trustee and Collateral Agent, on behalf of the Lenders, under the Operative Documents (and any Lien hereafter granted by Trustee and Collateral Agent, on behalf of the Lenders), has attached to any item of Equipment, any other Collateral or the Lease, or in any manner has affected adversely Trustee’s and the Lenders’ rights and Liens herein except as expressly permitted by the Operative Documents. Without limiting the generality of the foregoing, the retention of possession by any Lessee of the Equipment to be sold and leased back following the transfer of title to the same to, and covenants with, ------------ Lessor that Lessor has and shall have good fee simple title to (or, with respect to Knolls Two Phase Three, Renaissance Business Park Phase I and Renaissance Business Park Phase II, so long as the respective Ground Leases are in effect, a valid ground leasehold interest in) each and every Leased Property, subject only to Permitted Encumbrances, and that Lessee shall warrant and defend leaseback of the same to Lessor against from, Trustee (for the lawful claims and demands benefit of all Persons. Subject the Lenders), in each case, pursuant to the provisions Lease, shall not be deemed fraudulent or void as against any present or future creditor of paragraph (d) of Article 6, such Lessee will promptly, but in any event no later than under the earlier of 30 days after its Actual Knowledge laws of the filing thereof or the enforcement of the sameStates where such Equipment will, at its own expensethe time of such sale and leaseback, removebe located, satisfy or discharge nor would any subsequent bona fide purchaser from such Lessee of recordsuch Equipment, by bond or otherwise, any charge, lien, security interest or encumbrance upon any Leased Property, upon any Basic Rent, or upon any Additional Rent or other sums payable by Lessee under this Lease which arises for any reason (except for Lessor Liens and any other acts or omissions of Lessor or anyone claiming by, through or under Lessor, without the consent of Lessee), including all liens which arise out of Lessee's possession, use, operation and occupancy of any Leased Property, but not including any Permitted Encumbrances. Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, express or implied, to or for the performance by any contractor, laborer, materialman, or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Leased Property or any part thereof. Notice is hereby given that Lessor will not be liable for any labor, services or materials furnished or to be furnished to Lessee, or to anyone holding an interest in any Leased Property or any part thereof through or under Lessee, and that no mechanic's or other liens for any such labor, services or materials shall attach to or affect the interest of Lessor in and to any Leased Property. In the event of the failure of Lessee any attempted subsequent sale thereof by Lessee, acquire any title to discharge any charge, lien, security interest or encumbrance within the time period set forth above rights therein superior to Trustee’s title thereto and otherwise as aforesaid, except during the pendency of any contest permitted and conducted pursuant to paragraph (d) of Article 6, after five days prior notice to Lessee (or after shorter notice or without notice if prudent under the circumstances to prevent enforcement or other action against Lessor or any Leased Property), Lessor may discharge such items by payment or bond or both, and Lessee will repay to Lessor, upon demand, any and all amounts paid therefor, or by reason of any liability on such bond, and also any and all reasonable incidental expenses, including reasonable attorneys' fees and disbursements, incurred by Lessor in connection therewithrights therein.

Title; Liens. Lessee represents On the Closing Date and warrants toat all times thereafter until Borrower’s obligations hereunder are satisfied in full, and covenants with, ------------ Lessor that Lessor has and shall Borrower will have good marketable fee simple title to (or, with respect to Knolls Two Phase Three, Renaissance Business Park Phase I and Renaissance Business Park Phase II, so long as the respective Ground Leases are in effect, a valid ground leasehold interest in) each and every Leased PropertyProject, subject only to the Permitted Encumbrances, . Borrower represents that no work has commenced on the Project that would cause mechanics liens to take priority over the Deed of Trust unless approved in writing by Lender and affirmatively covered by the Title Policy. Borrower shall maintain the lien of the Deed of Trust as a valid first priority lien on the Project and agrees that Lessee shall warrant it will not suffer or permit any liens (other than the Permitted Encumbrances and defend Subordinate Loan Documents) or mechanics’ liens to be claimed or filed or otherwise asserted against the Project and will promptly discharge the same to Lessor against the lawful claims and demands of all Persons. Subject to the provisions of paragraph (d) of Article 6, Lessee will promptly, but in any event no later than the earlier of 30 days after its Actual Knowledge case of the filing thereof of any claims for lien or proceedings for the enforcement of the same, at its own expense, remove, satisfy or discharge of record, by bond or otherwise, any charge, lien, security interest or encumbrance upon any Leased Property, upon any Basic Rent, or upon any Additional Rent or other sums payable by Lessee under this Lease which arises for any reason (except for Lessor Liens and any other acts or omissions of Lessor or anyone claiming by, through or under Lessor, without the consent of Lessee), including all liens which arise out of Lessee's possession, use, operation and occupancy of any Leased Property, but not including any Permitted Encumbrances. Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, express or implied, to or for the performance by any contractor, laborer, materialman, or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Leased Property or any part thereof. Notice is hereby given that Lessor will not be liable for any labor, services or materials furnished or to be furnished to Lessee, or to anyone holding an interest in any Leased Property or any part thereof through or under Lessee, and that no mechanic's or other liens for any such laborwill pay all special assessments which have been placed in collection and real estate taxes and assessments of every kind upon the Land, services or materials shall attach to or affect before the interest of Lessor in and to any Leased Propertysame become delinquent. In the event that any claim of lien is asserted against the Project or any claim is asserted against Lender by any Person furnishing labor or materials to the Project, Borrower shall immediately give notice of the failure same to Lender and shall, promptly and in any event within ten (10) Business Days, (a) pay and discharge the same, or (b) effect the release thereof by delivering to Lender a surety bond complying with the requirements of Lessee applicable Laws for the release of the lien or claim, (c) escrowing funds in an amount acceptable to discharge any chargeLender, lien, security interest or encumbrance within the time period set forth above and otherwise as aforesaid, except during the pendency of any contest permitted and conducted pursuant to paragraph (d) of Article 6obtain affirmative title insurance coverage insuring over the lien in form and substance acceptable to Lender. Notwithstanding the foregoing, after five days prior notice to Lessee (or after shorter notice or without notice if prudent under Lender shall have the circumstances to prevent enforcement or other action against Lessor or any Leased Property)right but not the obligation, Lessor may discharge such items by payment or bond or both, and Lessee will repay to Lessor, upon demand, any and all amounts paid therefor, or by reason of any liability on such bond, and also any and all reasonable incidental expenses, including reasonable attorneys' fees and disbursements, incurred by Lessor in connection therewith.to