Common use of Warranty of Title Clause in Contracts

Warranty of Title. Mortgagor warrants that it has good record title in fee simple to, or a valid leasehold interest in, the Real Estate, and good title to, or a valid leasehold interest in, the rest of the Mortgaged Property, subject only to the matters that are set forth in Schedule B of the title insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 of the Credit Agreement (the “Permitted Exceptions”). Mortgagor shall warrant, defend and preserve such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtained.

Appears in 3 contracts

Samples: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek US Holdings, Inc.)

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Warranty of Title. Mortgagor warrants The Pledgors warrant that it the Partnership has good and marketable title to the Property, that the Partnership possesses an unencumbered and indefeasible fee estate in the Property and that the Partnership owns the Property free and clear of all liens, encumbrances and charges whatsoever except for those incurred pursuant to the Prudential Financing Documents and those approved by the Pledgee (which includes all matters existing of record title in fee simple to, or a valid leasehold interest inas of the date hereof) (collectively, the Real Estate, and good title to, or a valid leasehold interest in"PERMITTED ENCUMBRANCES"). To the extent within Pledgors' control, the rest of Pledgors will not permit the Mortgaged Property, subject only Partnership to further encumber the matters that are set forth in Schedule B of the title insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance Property except as permitted by Section 7.3 this Agreement. Notwithstanding the foregoing, the Pledgors may permit the Partnership to grant to the appropriate parties easements for utility purposes (including easements for utility rights of way) affecting the Property, in the ordinary course of business or development of the Credit Agreement (Property, provided that such easements have no material, adverse effect on the Property or any part thereof, the value thereof or the use thereof as a first-class regional shopping center, and the Pledgee agrees that such utility easements which meet all of the foregoing requirements shall be deemed Permitted Exceptions”)Encumbrances hereunder. Mortgagor shall The Pledgors will forever warrant, defend and preserve such title and to the lien of this Mortgage Pledgee against all the claims of all persons whomsoever. The Partnership has entered into that certain Easement and entities Option to Purchase Agreement (the "EASEMENT AGREEMENT") as of July 1, 1993 with Westland Properties, Inc., recorded in the Register's Office on July 7, 1993 in Deed Book 7617, Page 684, pursuant to which Easement Agreement the Partnership is granted an easement over certain adjacent property for ingress and egress purposes and parking of vehicles and other uses and activities approved by Westland Properties, Inc. The Easement Agreement also grants to the Partnership an option to purchase the property. To the extent within the Pledgors' control, the Pledgors covenant and agree that they will not including permit the holders Partnership to exercise any option to purchase the property under the Easement Agreement or make use of the Permitted Exceptions). Mortgagor represents easement for any purpose other than ingress and warrants that (a) it has egress and for the right to mortgage parking of vehicles without first obtaining the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any prior written consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedPledgee.

Appears in 3 contracts

Samples: Pledge and Security Agreement (Westfield America Inc), Pledge and Security Agreement (Westfield America Inc), Pledge and Security Agreement (Westfield America Inc)

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple each Property (including without limitation all Equipment, all Improvements, all replacement components to each Property and all Modifications) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease (provided, respecting each Property subject to a Ground Lease, Lessor's interest therein is acknowledged to be a leasehold interest pursuant to such Ground Lease) from and after the date hereof or such date of incorporation into any Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon any Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent, any Lender or any Holder pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to a Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of Financing Parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to Permitted Liens and Lessor Liens. At all times subsequent to the matters that are set forth Commencement Date respecting a Property, Lessee shall (i) cause a valid, perfected, first priority Lien on each applicable Property to be in Schedule B place in favor of the title insurance policy or policies being issued to Mortgagee to insure Agent (for the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 benefit of the Credit Agreement Lenders and the Holders) and (ii) file, or cause to be filed, all necessary documents under the “Permitted Exceptions”). Mortgagor shall warrant, defend applicable real property law and preserve Article 9 of the Uniform Commercial Code to perfect such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedLiens.

Appears in 2 contracts

Samples: Lease Agreement (Rf Micro Devices Inc), Lease Agreement (Rf Micro Devices Inc)

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple each Property (including without limitation all Equipment, all Improvements, all replacement components to each Property and all Modifications) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease (provided, respecting each Property subject to a Ground Lease, Lessor's interest therein is acknowledged to be a leasehold interest pursuant to such Ground Lease) from and after the date hereof or such date of incorporation into any Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon any Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent, any Lender or any Holder pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to a Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of Financing Parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to Permitted Liens and Lessor Liens. At all times subsequent to the matters that are set forth Basic Term Commencement Date respecting a Property, Lessee shall (i) cause a valid, perfected, first priority Lien on each applicable Property to be in Schedule B place in favor of the title insurance policy or policies being issued to Mortgagee to insure Agent (for the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 benefit of the Credit Agreement Lenders and the Holders) and (ii) file, or cause to be filed, all necessary documents under the “Permitted Exceptions”). Mortgagor shall warrant, defend applicable real property law and preserve Article 9 of the Uniform Commercial Code to perfect such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedLiens.

Appears in 2 contracts

Samples: Lease Agreement (Convergys Corp), Lease Agreement (Sunrise Assisted Living Inc)

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple each Property (including without limitation all Equipment, all Improvements, all replacement components to each Property and all Modifications) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease from and after the date hereof or such date of incorporation into any Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon any Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent, any Lender or any Holder pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event Lessee has actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has attached with respect to a Property, the Rent or any other such amounts, and Lessee represents and warrants to, or and covenants with, Lessor that the Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (and until the Financing Parties under the Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to Permitted Liens and Lessor Liens. At all times subsequent to the Basic Term Commencement Date respecting a valid leasehold interest inProperty, the Real EstateLessee shall (i) cause a valid, and good title toperfected, or a valid leasehold interest in, the rest first priority Lien on each applicable Property to be in place in favor of the Mortgaged PropertyAgent (for the benefit of the Lenders and the Holders), subject only to Permitted Liens and Lessor Liens and (ii) file, or cause to be filed, all necessary documents under the matters that are set forth in Schedule B applicable real property law and Article 9 of the title insurance policy or policies being issued Uniform Commercial Code to Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 of the Credit Agreement (the “Permitted Exceptions”). Mortgagor shall warrant, defend and preserve perfect such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedLiens.

Appears in 2 contracts

Samples: Lease Agreement (Sabre Holdings Corp), Lease Agreement (Sabre Holdings Corp)

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple each Property (including without limitation all Equipment, all Improvements, all replacement components to each Property and all Modifications) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease (provided, respecting each Property subject to a Ground Lease, Lessor's interest therein is acknowledged to be a leasehold interest pursuant to such Ground Lease) from and after the date hereof or such date of incorporation into any Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon any Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent, any Lender or any Holder pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to a Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of financing parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to Permitted Liens and Lessor Liens. At all times subsequent to the matters that are set forth Basic Term Commencement Date respecting a Property, Lessee shall (i) cause a valid, perfected, first priority Lien on each applicable Property to be in Schedule B place in favor of the title insurance policy or policies being issued to Mortgagee to insure Agent (for the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 benefit of the Credit Agreement Lenders and the Holders) and (ii) file, or cause to be filed, all necessary documents under the “Permitted Exceptions”). Mortgagor shall warrant, defend applicable real property law and preserve Article 9 of the Uniform Commercial Code to perfect such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedLiens.

Appears in 1 contract

Samples: Lease Agreement (Centennial Healthcare Corp)

Warranty of Title. (a) Mortgagor represents and warrants that it (i) Mortgagor has good record and marketable title in fee simple to, or a valid leasehold interest in, to the Real Estate, and good title to, or a valid leasehold interest in, the rest of the Mortgaged PropertyPremises, subject only to the matters that are set forth in Schedule B of the title insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance as the Liens expressly permitted by under Section 7.3 8.03 of the Credit Agreement (collectively, the “Permitted Exceptions”). ; (ii) Mortgagor shall warrantis the owner of, defend or has a valid leasehold interest in, the Equipment and preserve such title all other items constituting the Mortgaged Property, in each case free and the lien of this Mortgage against all claims clear of all persons Liens other than the Permitted Exceptions (including any rights of any lessor of the Equipment); (iii) the Permitted Exceptions do not materially interfere with the use, enjoyment or operation of the Mortgaged Property or, to Mortgagor’s knowledge, materially and entities adversely affect the value thereof; (iv) to Mortgagor’s knowledge, the improvements located on the land do not including the holders materially interfere with any of the Permitted Exceptions; (v) the execution, delivery and performance by the Mortgagor of this Mortgage are within the Mortgagor’s organizational power, have been duly authorized by all necessary company action, require no consent or approval of, registration or filing with, or other action by, any governmental authority (except for consents and approvals which have been obtained and the recording or filing of this Mortgage and UCC financing statements, if any). , to Mortgagor’s knowledge do not violate any applicable law or regulation, do not violation the organizational documents or by-laws of the Mortgagor represents or any order of any governmental authority, will not violate in any material respect or result in a material default under any material agreement or other instrument binding upon the Mortgagor or its assets, or give rise to a right thereunder to require any payment to be made by the Mortgagor, and warrants that will not result in the creation or imposition of any Lien on any asset of the Mortgagor (a) it has other than the right to mortgage Lien of this Mortgage on the Mortgaged Property); and (bvi) the Mortgaged Leases are in full force this Mortgage constitutes a valid, binding and effect and Mortgagor is the holder enforceable agreement of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amendedMortgagor, supplemented or otherwise modifiedenforceable in accordance with its terms, except as the enforceability thereof may be specifically described in Schedule B attached to this Mortgage limited by bankruptcy, insolvency, reorganization or as otherwise notified in writing moratorium or other similar laws relating to the Mortgagee; (d) Mortgagor has paid all rents enforcement of creditors’ rights generally and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedgeneral equitable principles.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Roundy's, Inc.)

Warranty of Title. Mortgagor warrants that it has good record and marketable title to the Premises, in fee simple toeach case free and clear of all liens, charges and encumbrances of every kind and character, subject only to (i) the encumbrances identified on Exhibit B-2 of each of those certain title insurance policies of Commonwealth Land Title Insurance Company identified as Policy Numbers G32-592535 and G32-7611866 (as endorsed pursuant to endorsement numbers 100183877 and 50570722, respectively, by First American Title Insurance Company), (ii) Liens created under the Loan Documents, (iii) Permitted Liens, (iv) other Liens incurred in the ordinary course of business otherwise than to secure Debt, and (v) any extension, renewal or replacement of the Liens set forth in the foregoing clauses (ii), (iii) and (iv), provided, however, that the principal amount of Debt secured thereby shall not, at the time of such extension, renewal or replacement, exceed the principal amount of Debt so secured and that such extension, renewal, or replacement shall be limited to all or a part of the Mortgaged Property which secured the Lien so extended, renewed or replaced (all of the foregoing, the "Permitted Encumbrances"); has and shall continue to have full power and lawful authority to encumber and convey the Premises as provided herein; owns all other Mortgaged Property free and clear of all liens, charges and encumbrances of every kind and character, subject only to the Permitted Encumbrances; this Mortgage is and shall continue to remain a valid leasehold and enforceable first mortgage lien on and security interest in, the Real Estate, and good title to, or a valid leasehold interest in, the rest of in the Mortgaged Property, subject only to the matters that are set forth in Schedule B of the title insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 of the Credit Agreement (the “Permitted Exceptions”)Encumbrances. Mortgagor further covenants that it shall warrant, defend and preserve such title and shall forever warrant and defend the title to the Mortgaged Property unto Mortgagee against all lawful claims whatsoever and shall forever warrant and defend the validity, enforceability and priority of the lien of this Mortgage against all the claims of all persons and entities (not including the holders of the Permitted Exceptions)parties whomsoever. Mortgagor represents covenants that it shall, at Mortgagor's sole cost and warrants that expense and at the request of Mortgagee, (a) it has promptly correct any defect or error which may be discovered in the right to mortgage the Mortgaged Property; Loan Documents, (b) promptly do, execute, acknowledge and deliver, and record and re-record, file and re-file and register and re-register, any and all such instruments as may be necessary from time to time in order to perfect and protect the Mortgaged Leases are in full force lien of, and effect otherwise implement the terms of, this Mortgage and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amendedpromptly furnish Mortgagee with evidence satisfactory to Mortgagee of every such recording, supplemented filing or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedregistration.

Appears in 1 contract

Samples: North Atlantic Energy Corp /Nh

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple the Property (including without limitation all Improvements, all replacement components to the Property and all Modifications) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease (provided, respecting the portion of the Property subject to a Ground Lease, Lessor's interest therein is acknowledged to be a leasehold interest pursuant to such Ground Lease) from and after the date hereof or such date of incorporation into the Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon the Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent, any Credit Note Purchaser or any Mortgage Lender pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to the Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of Financing Parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to Permitted Liens and Lessor Liens. At all times subsequent to the matters that are set forth Basic Term Commencement Date respecting the Property, Lessee shall (i) cause a valid, perfected, first priority Lien on the Property to be in Schedule B place in favor of the title insurance policy or policies being issued to Mortgagee to insure Agent (for the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 benefit of the Credit Agreement Secured Parties) and (ii) file, or cause to be filed, all necessary documents under the “Permitted Exceptions”). Mortgagor shall warrant, defend applicable real property law and preserve Article 9 of the Uniform Commercial Code to perfect such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedLiens.

Appears in 1 contract

Samples: Lease Agreement (Convergys Corp)

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple each Property (including without limitation all Equipment, all Improvements, all replacement components to each Property and all Modifications) immediately and without further action to vest in and become the property of Lessor subject to any Permitted Liens affecting same and to be subject to the terms of this Lease (provided, respecting each Property subject to a Ground Lease, Lessor's interest therein is acknowledged to be a leasehold interest pursuant to such Ground Lease) from and after the date hereof or such date of incorporation into any Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon any Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent, any Lender or any Holder pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to a Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of Financing Parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to Permitted Liens and Lessor Liens. At all times subsequent to the matters that are set forth Basic Term Commencement Date respecting a Property, Lessee shall (i) cause a valid, perfected, first priority Lien on each applicable Property to be in Schedule B place in favor of the title insurance policy or policies being issued to Mortgagee to insure Agent (for the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 benefit of the Credit Agreement Secured Parties) and (ii) file, or cause to be filed, all necessary documents under the “Permitted Exceptions”). Mortgagor shall warrant, defend applicable real property law and preserve Article 9 of the Uniform Commercial Code to perfect such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedLiens.

Appears in 1 contract

Samples: Lease Agreement (Lexicon Genetics Inc/Tx)

Warranty of Title. Mortgagor warrants that it has good record title At Closing, Seller shall convey Good and Marketable Fee Simple Title to said Property by limited warranty deed, in fee simple to, or a valid leasehold interest in, the Real Estate, and good title to, or a valid leasehold interest in, the rest of the Mortgaged Propertyproper form for recording, subject only to (i) all zoning, environmental and other laws, ordinances, codes, rules, regulations, requirements or executive mandates and other such governmental and/or quasi-governmental matters affecting the matters that are set forth in Schedule B Property as of the title insurance policy Closing Date; (ii) general utility, sewer, and drainage easements of record as of the Closing Date; (iii) declarations of subdivision and/or condominium and declarations of covenants, conditions and restrictions of record as of the Closing Date (iv) any additional state of facts shown by a survey, if obtained by Purchaser, or policies being issued to Mortgagee to insure if a survey is not obtained, any state of acts that an accurate survey of the lien Property would disclose; (v) taxes and assessments for the year of this Mortgage 2021 and subsequent years, not yet due and payable, and taxes for prior years arising from reassessment or digest disputes; (vi) liens, easements, encumbrances, and any other lien or encumbrance as permitted matters of public record on the Effective Date, including matters of survey; and (vii) those title encumbrances and other exceptions which are waived by Section 7.3 Purchaser pursuant to the provisions of the Credit this Agreement (collectively referred to as the “Permitted Exceptions”). Mortgagor shall warrantSeller warrants that on the Closing Date the Property will be unencumbered by any leases and there will be no tenant in possession. In the event the Seller should be unable to convey the Property at Closing to Purchaser with the quality of title required by this Section, defend and preserve Purchaser may either take such title as Seller can give, or Purchaser may terminate this Agreement, in which event this Agreement shall become null and void, Purchaser’s Xxxxxxx Money shall be refunded (less the lien sum of TWO HUNDRED TWENTY-FIVE AND NO/100 DOLLARS ($225.00), which shall be paid to Seller in consideration for this Mortgage against all claims of all persons and entities (not including Agreement), and, except as otherwise provided herein, neither Purchaser nor Seller shall have any further liability or obligations to the holders of other hereunder. Notwithstanding anything to the Permitted Exceptions). Mortgagor represents and warrants that (a) it has contrary contained in this Agreement, Purchaser shall have the right to mortgage terminate this Agreement if Seller does not provide to Purchaser sufficient curative services or documentary evidence reasonably acceptable to Purchaser to establish the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder proper vesting of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing title to the Mortgagee; (d) Mortgagor has paid all rents and other charges to Property in the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted name of Seller by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedClosing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple the Property (including without limitation all Equipment, all Improvements, all replacement components to the Property and all Modifications) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease from and after the date hereof or such date of incorporation into the Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon the Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent, any Lender or any Holder pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to the Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of Financing Parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to Permitted Liens and Lessor Liens. At all times during the matters that are set forth Term, Lessee shall (i) cause a valid, perfected, first priority Lien on the Property to be in Schedule B place in favor of the title insurance policy or policies being issued to Mortgagee to insure Agent (for the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 benefit of the Credit Agreement (the “Permitted Exceptions”). Mortgagor shall warrant, defend Lenders and preserve such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtained.the

Appears in 1 contract

Samples: Lease Agreement (Catalina Marketing Corp/De)

Warranty of Title. Mortgagor warrants that it has good record title in fee simple toLessee agrees that, except as otherwise provided herein and subject to the terms of Article 13 relating to permitted contests, Lessee shall not directly or a valid leasehold interest in, the Real Estateindirectly create or allow to remain, and good shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title toretention agreement or claim, other than a Lessor Lien, upon the Property or a valid leasehold interest inany Modifications or any Lien, the rest of the Mortgaged Propertyattachment, subject only levy or claim with respect to the matters Rent or with respect to any amounts held by Lessor or the Collateral Agent pursuant to the Participation Agreement or the Pledge Agreement, other than with respect to the Property only, Permitted Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that are set forth a Lien (other than a Permitted Lien) exists with respect to the Property or that a Lien exists with respect to the Rent or the Collateral. - Nothing contained in Schedule B this Lease shall be construed as constituting the consent or request of Lessor, expressed or implied, to or for the title insurance policy performance by any contractor, mechanic, laborer, materialman, supplier or policies being issued vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to Mortgagee the Property or any part thereof. NOTICE IS HEREBY GIVEN THAT NEITHER LESSOR NOR ANY PARTICIPANT IS OR SHALL BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE 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 THE PROPERTY. - GRANTS AND RELEASES OF EASEMENTS. Provided that no Event of Default shall have occurred and be continuing and subject to insure the lien provisions of this Mortgage Articles 8, 9, 10 and any other lien or encumbrance as permitted 11, Lessor hereby consents to the following actions by Section 7.3 Lessee, in the name and stead of the Credit Agreement (the “Permitted Exceptions”). Mortgagor shall warrantLessor, defend but at Lessee's sole cost and preserve such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that expense: (a) it has the right to mortgage granting of easements, licenses, rights-of-way and other rights and privileges in the Mortgaged Propertynature of easements and incurring of other obligations of Lessee reasonably necessary or desirable for the development, construction, use, repair, renovation or maintenance of the Property as herein provided; (b) the Mortgaged Leases release of existing easements or other rights in the nature of easements which are in full force and effect and Mortgagor is for the holder benefit of the lessee’s Property or tenant’s interest thereunderadjacent properties (owned by Lessee); (c) the Mortgaged Leases have not been amendeddedication or transfer of unimproved portions of the Property for road, supplemented highway or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgageeother public purposes; (d) Mortgagor has paid all rents and other charges the execution of petitions to have the extent due and payable under the Mortgaged Leases (except Property annexed to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereundermunicipal corporation or utility district; and (e) the granting execution of this Mortgage amendments to any covenants and restrictions affecting the Property; provided, that in each case Lessee shall have delivered to Lessor an Officer's Certificate stating that: (i) such grant, release, dedication or transfer does not violate materially impair the terms value, utility or remaining useful life of the Mortgaged Leases nor Property, (ii) such grant, release, dedication or transfer is any consent of the lessor under the Mortgaged Leases required to be obtained necessary in connection with the granting construction, use, maintenance, alteration, renovation or improvement of the Property or adjacent properties (owned or leased by Lessee), (iii) Lessee shall remain obligated under this Mortgage unless such consent has been obtained.Lease and under any instrument executed by Lessee consenting to the assignment of Lessor's interest in this Lease as security for indebtedness, in each such

Appears in 1 contract

Samples: Lam Research Corp

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple each Property (including without limitation all Equipment, all Improvements, all replacement components to each Property and all Modifications (excluding Lessee Equipment)) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease (provided, respecting each Property subject to a Ground Lease, Lessor's interest therein is acknowledged to be a leasehold interest pursuant to such Ground Lease) from and after the date hereof or such date of incorporation into any Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon any Property, any component thereof or any Modifications (excluding Lessee Equipment) or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent or any Holder pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to a Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of Financing Parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to Permitted Liens and Lessor Liens. At all times subsequent to the matters that are set forth Commencement Date respecting a Property, Lessee shall (i) cause a valid, perfected, first priority Lien on each applicable Property to be in Schedule B place in favor of the title insurance policy or policies being issued to Mortgagee to insure Agent (for the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 benefit of the Credit Agreement Lenders and the Holders) and (ii) file, or cause to be filed, all necessary documents under the “Permitted Exceptions”). Mortgagor shall warrant, defend applicable real property law and preserve Article 9 of the Uniform Commercial Code to perfect such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedLiens.

Appears in 1 contract

Samples: Lease Agreement (Guilford Pharmaceuticals Inc)

Warranty of Title. Mortgagor Authority. The Company hereby represents and ----------------------------- warrants that it that: (i) the Company has good record title in fee simple to, or a valid leasehold interest in, the Real Estate, and good marketable title to, or a valid leasehold interest inand is the sole record and beneficial owner of, the rest Stock, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except as contemplated by the EPYX Agreements and the pledge and security interest created by this Agreement, (ii) all of the Mortgaged PropertyStock described in (S)1 is validly issued, subject only fully paid and non-assessable, (iii) the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the matters that are Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Company's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (iv) the information set forth in Schedule B Annex A ------- hereto relating to the Stock is true, correct and complete in all respects. The Company covenants that it will defend the rights of the title insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage Pledge Beneficiaries and any other lien or encumbrance as permitted by Section 7.3 security interest of the Credit Agreement (Collateral Agent, for the “Permitted Exceptions”). Mortgagor shall warrantbenefit of the Pledge Beneficiaries, defend in such Stock against the claims and preserve such title and the lien of this Mortgage against all claims demands of all other persons whomsoever. The Company further covenants that it will have the like title to and entities (not including right to pledge and grant a security interest in the holders Stock Collateral hereafter pledged or in which a security interest is granted to the Collateral Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedPledge Beneficiaries.

Appears in 1 contract

Samples: Stock Pledge Agreement (C Quential Inc)

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple each Property (including without limitation all Equipment, all Improvements, all replacement components to each Property and all Modifications) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease (provided, respecting each Property subject to a Ground Lease, Lessor's interest therein is acknowledged to be a leasehold interest pursuant to such Ground Lease) from and after the date hereof or such date of incorporation into any Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon any Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor or the Bank pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to a Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor and/or the Bank created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of Financing Parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to Permitted Liens and Lessor Liens. At all times subsequent to the matters that are set forth Property Closing Date respecting a Property, Lessee shall (i) cause a valid, perfected, first priority Lien on each applicable Property to be in Schedule B place in favor of the title insurance policy Bank and (ii) file, or policies being issued cause to Mortgagee to insure be filed, all necessary documents under the lien of this Mortgage applicable real property law and any other lien or encumbrance as permitted by Section 7.3 Article 9 of the Credit Agreement (the “Permitted Exceptions”). Mortgagor shall warrant, defend and preserve Uniform Commercial Code to perfect such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedLiens.

Appears in 1 contract

Samples: Lease Agreement (Dollar Tree Stores Inc)

Warranty of Title. Mortgagor Seller warrants to Purchaser that it has to Seller's ----------------- actual knowledge Seller owns good record title in and marketable fee simple to, or a valid leasehold interest in, title to the Real EstateProperty, and agrees to convey to Purchaser at the Closing good and marketable fee simple title toto the Property by limited warranty deed, or a valid leasehold interest infree and clear of all liens and encumbrances except for the Permitted Exceptions. Purchaser's sole remedy in the event Purchaser determines that Seller does not have good and marketable fee simple title to the Property shall be to terminate this Agreement, in which event the rest Xxxxxxx Money shall be returned to Purchaser and except for obligations of the Mortgaged parties which expressly survive such termination this Agreement shall be of no further force or effect. "Good and marketable fee simple title" shall mean, as to the Property, subject only fee simple title which a title insurance company licensed to do business in the matters that are set forth in Schedule B State of the Georgia will insure under an owner's title insurance policy or policies being issued at normal rates without exception for any items, including the standard exceptions, other than the Permitted Exceptions (as hereinafter defined). Seller agrees not to Mortgagee to insure the lien of this Mortgage and any other further lien or encumbrance encumber title to the Property, or any part thereof, from and after the Effective Date and for so long as permitted by Section 7.3 of the Credit this Agreement (the “Permitted Exceptions”). Mortgagor shall warrant, defend and preserve such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are remain in full force and effect and Mortgagor is effect. Except as hereinafter set forth, prior to the holder expiration of the lessee’s or tenant’s interest thereunder; (c) Inspection Period, Purchaser shall have the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached right to this Mortgage or as otherwise notified in writing approve leases with respect to the MortgageeProperty; (d) Mortgagor provided, however, that in the event Purchaser does not approve said lease, the Xxxxxxx Money shall from that point forward be non-refundable. After the Inspection Period has paid all rents and other charges expired, Seller shall not enter into any leases relative to the extent due and payable under Property without the Mortgaged Leases (except prior consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall have the right to enter into contracts relative to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is Property so long as they are terminable on not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and more than thirty (e30) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtaineddays prior written notice.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Harrys Farmers Market Inc)

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple each Property (including without limitation all Equipment, all Improvements, all replacement components to each Property and all Modifications) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease (provided, respecting each Property subject to a Ground Lease, Lessor’s interest therein is acknowledged to be a leasehold interest pursuant to such Ground Lease) from and after the date hereof or such date of incorporation into any Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon any Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent, any Lender or any Holder pursuant to any Operative Agreement, other than Permitted Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien has occurred with respect to a Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of Financing Parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to Permitted Liens and Lessor Liens. At all times subsequent to the matters that are set forth Commencement Date respecting a Property, Lessee shall (i) cause a valid, perfected, first priority Lien on each applicable Property to be in Schedule B place in favor of the title insurance policy or policies being issued to Mortgagee to insure Agent (for the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 benefit of the Credit Agreement Secured Parties) and (ii) file, or cause to be filed, all necessary documents under the “Permitted Exceptions”). Mortgagor shall warrant, defend applicable real property law and preserve Article 9 of the Uniform Commercial Code to perfect such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedLiens.

Appears in 1 contract

Samples: Lease Agreement (Healthsouth Corp)

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Warranty of Title. Mortgagor warrants that it has good record title in fee simple to, or a valid leasehold interest in, the Real Estate, and good title to, or a valid leasehold interest in, the rest of the Mortgaged Property, subject only to the premises free and clear of all liens and encumbrances except those matters that are set forth in Schedule B title insurance commitment No. 02-6542851 issued by Fidelity National Title Insurance Company of Nex Xxxx xxx not omitted at the closing of the title insurance policy or policies being issued to Mortgagee to insure mortgage loan evidenced by the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 Note. Ownership; Liens. Mortgagor is the owner of the Credit Agreement premises and shall pay all taxes, water rates, municipal liens or assessments levied against the premises, and that no owner of the premises shall be entitled to any credit or make any deductions from the interest, principal charges or advances hereby secured by reason of the payment of any such taxes or liens thereon. If not paid, the holder hereof shall have the right to pay the same and the amount paid shall be added to the amount due hereunder with interest at five (5) percentage points over the “Permitted Exceptions”)interest rate payable on the Note at the time of such advancement. Mortgagor shall warrantmake monthly deposits with Mortgagee into a non-interest bearing deposit account (the "Special Escrow Account") to be used by Mortgagee to pay the yearly taxes and assessments levied against the premises and/or the yearly premiums for insurance. Mortgagee shall establish, defend in the exercise of its sole discretion, the amount of the initial deposit, and preserve such title initial deposit shall be paid by Mortgagor to Mortgagee on demand. Thereafter, Mortgagor shall deposit with Mortgagee for deposit into the "Special Escrow Account", on the due date of and in addition to, the monthly installment payment of interest and principal, a sum equal to one-twelfth of the yearly taxes and assessments levied against the premises, and if so required, one-twelfth of the yearly premiums for insurance. When unknown, Mortgagee, in the exercise of its sole discretion, shall estimate the amount of such taxes, assessments and premiums. Any deficiency in such account shall be paid by Mortgagor to Mortgagee upon demand. If a default occurs under this Mortgage, the Note or any other Loan Document, Mortgagee may apply any funds in such account against the outstanding balance of obligations secured hereby. Mortgagee may, from time to time, in its sole discretion, waive and after any such waiver reinstate, after the occurrence of an Event of Default under Paragraph 14(B) hereunder or upon the occurrence of any other Event of Default and the lien during the continuance of this Mortgage against any such other Event of Default, any or all claims of all persons and entities (not including the holders of the Permitted Exceptions)terms and/or conditions of the Special Escrow Account by notice to Mortgagor in writing. While any such waiver is in effect, Mortgagor shall pay when due all taxes, assessments and insurance premiums with respect to the premises. At of the date hereof, Mortgagee waives the requirement that Mortgagor establish a special escrow account pursuant to this Paragraph 2. Mortgagor represents shall provide Mortgagee, on demand and warrants annually regardless of whether Mortgagee has made demand, proof, as Mortgagee in the exercise of its sole discretion shall deem satisfactory, that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid when due all rents taxes, assessments, and other charges insurance premiums with respect to the extent due and payable under premises. Promise to Pay. That Mortgagor promises to pay the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges Note in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedits terms.

Appears in 1 contract

Samples: Mortgage, Security Agreement and Financing Statement (Jaclyn Inc)

Warranty of Title. Mortgagor warrants that it has good record (a) Each applicable Lessee hereby acknowledges and shall cause title in fee simple toeach Property with respect to which such Lessee has executed a Lease Supplement (including without limitation all Equipment, or all Improvements, all replacement components to each such Property and all Modifications) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease (provided, respecting each Property subject to a valid Ground Lease, Lessor's interest therein is acknowledged to be a leasehold interest inpursuant to such Ground Lease) from and after the date hereof or such date of incorporation into any Property. Each applicable Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, such Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon any Property with respect to which such Lessee has executed a Lease Supplement, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Real EstateAgent, any Lender or any Holder pursuant to any Operative Agreement, other than Permitted Liens. Each applicable Lessee shall promptly notify Lessor in the event such Lessee receives actual knowledge that a Lien other than a Permitted Lien has occurred with respect to a Property with respect to which such Lessee has executed a Lease Supplement, the Rent or any other such amounts, and good title to, or a valid leasehold interest in, the rest of the Mortgaged Property, subject only to the matters that are set forth in Schedule B of the title insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 of the Credit Agreement (the “Permitted Exceptions”). Mortgagor shall warrant, defend and preserve such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor each applicable Lessee represents and warrants to, and covenants with, Lessor that the Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (a) it has and until the right to mortgage Financing Parties under the Mortgaged Property; (b) the Mortgaged Leases are Operative Agreements have been paid in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amendedshall remain), supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting expressly provided in good faith by appropriate proceedings any such rents and other charges in accordance with and Section 8.10 of the Participation Agreement, first priority perfected Liens subject only to Permitted Liens. At all times subsequent to the extent permitted by the terms Property Closing Date respecting a Property, each applicable Lessee shall (i) cause a valid, perfected, first priority Lien on each Property with respect to which such Lessee has executed a Lease Supplement to be in place in favor of the relevant Mortgaged Lease)Agent (for the benefit of the Secured Parties) and (ii) file, is not in default or cause to be filed, all necessary documents under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder applicable real property law and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms Article 9 of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required Uniform Commercial Code to be obtained in connection with the granting of this Mortgage unless perfect such consent has been obtainedtitle and Liens.

Appears in 1 contract

Samples: Lease Agreement (Dollar Tree Stores Inc)

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple the Property (including without limitation all Equipment, all Improvements, all replacement components to the Property and all Modifications) immediately and without further action to vest in and be the property of Lessor and to be subject to the terms of this Lease from and after the Commencement Date or such date of incorporation into the Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon the Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent or any other Financing Party pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to the Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of Financing Parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority Liens subject only to Permitted Liens and Lessor Liens. At all times subsequent to the matters that are set forth Commencement Date, Lessee shall (i) cause a valid, perfected, first priority Lien (subject to Permitted Liens and Lessor Liens) on the Property pursuant to this Lease to be in Schedule B place in favor of the title insurance policy or policies being issued to Mortgagee to insure Agent (for the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 benefit of the Credit Agreement Secured Parties) and (ii) file, or cause to be filed, all necessary documents under the “Permitted Exceptions”). Mortgagor shall warrant, defend applicable real property law and preserve Article 9 of the Uniform Commercial Code to perfect such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedLiens.

Appears in 1 contract

Samples: Lease Agreement (United Therapeutics Corp)

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple each Property (including without limitation all Equipment, all Improvements, all replacement components to each Property and all Modifications) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease from and after the date hereof or such date of incorporation into any Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy , title retention agreement or claim upon any Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent, any Lender or any Holder pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to a Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of Financing Parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to Permitted Liens and Lessor Liens. At all times during the matters that are set forth Term, Lessee shall (i) cause a valid, perfected, first priority Lien on each applicable Property to be in Schedule B place in favor of the title insurance policy or policies being issued to Mortgagee to insure Agent (for the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 benefit of the Credit Agreement Secured Parties) and (ii) file, or cause to be filed, all necessary documents under the “Permitted Exceptions”). Mortgagor shall warrant, defend applicable real property law and preserve Article 9 of the Uniform Commercial Code to perfect such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedLiens.

Appears in 1 contract

Samples: Lease Agreement (Pep Boys Manny Moe & Jack)

Warranty of Title. At the time of the recordation this Mortgage, Mortgagor warrants that it has good record title is well seized of an indefeasible estate in fee simple to, or a valid leasehold interest in, in the Real Estate, and good title to, or a valid leasehold interest in, the rest of the Mortgaged Property, Premises subject only to the matters that are set forth in Schedule Exhibit B attached hereto and hereby made a part hereof (the "Permitted Exceptions"), and Mortgagor has good right, full power and lawful authority to convey, mortgage and grant a security interest in all of the same in the manner and form contemplated and provided under the Loan Documents. Said title insurance policy or policies being issued of Mortgagor in the Premises is free and clear of all liens, charges, easements, covenants, conditions, restrictions and encumbrances whatsoever, other than the Permitted Exceptions, including, as to Mortgagee to insure the lien personal property and fixtures, security agreements, conditional sales contracts and anything of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 a similar nature; provided, however, certain of the Credit Agreement personal property will be subject to the junior lien in favor of the Wilmington Trust Company and Gxxxxx Xxxx Xxxxxx, Co-Trustees, u/a dated November 25, 1970 with Gxxxxx X. Xxxxxx FBO Jxxx Xxxxx Xxxxxx, or its assigns (the “Permitted Exceptions”"Mennen Trust") pursuant to that certain Subordinated Loan and Security Agreement by and among Mortgagor and the Mennen Trust (the "Subordinate Lien"), which Subordinate Lien shall be junior and subordinate to the Mortgagee's security interest in such personal property pursuant to the terms and conditions of that certain Subordination Agreement by and among Mortgagee, Mortgagor and the Mennen Trust. Mortgagor shall warrant, and will forever defend and preserve such the title and to the lien of this Mortgage Premises against all the claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedwhomsoever.

Appears in 1 contract

Samples: Mortgage and Security Agreement (Global Technovations Inc)

Warranty of Title. (a) Mortgagor represents and warrants that it (i) Mortgagor has good record and marketable title in fee simple to, or a valid leasehold interest in, to the Real Estate, and good title to, or a valid leasehold interest in, the rest of the Mortgaged PropertyPremises, subject only to the matters that are set forth in Schedule B of the title insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance as the Liens expressly permitted by under Section 7.3 8.03 of the Credit Agreement (collectively, the “Permitted Exceptions”). , (ii) Mortgagor shall warrantis the owner of, defend or has a valid leasehold interest in, the Equipment and preserve such title all other items constituting the Mortgaged Property, in each case free and the lien of this Mortgage against all claims clear of all persons Liens other than the Permitted Exceptions (including any rights of any lessor of the Equipment); (iii) the Permitted Exceptions do not materially interfere with the use, enjoyment or operation of the Mortgaged Property or, to Mortgagor’s knowledge, materially and entities adversely affect the value thereof; (iv) to Mortgagor’s knowledge, the improvements located on the land do not including the holders materially interfere with any of the Permitted Exceptions; (v) the execution, delivery and performance by the Mortgagor of this Mortgage are within the Mortgagor’s organizational power, have been duly authorized by all necessary company action, require no consent or approval of, registration or filing with, or other action by, any governmental authority (except for consents and approvals which have been obtained and the recording or filing of this Mortgage and UCC financing statements, if any). , to Mortgagor’s knowledge, do not violate any applicable law or regulation, do not violate the organizational documents or by-laws of the Mortgagor represents or any order of any governmental authority, will not violate in any materail respect or result in a material default under any material agreement or other instrument binding upon the Mortgagor or its assets, or give rise to a right thereunder to require any payment to be made by the Mortgagor, and warrants that will not result in the creation or imposition of any Lien on any asset of the Mortgagor (a) it has other than the right to mortgage Lien of this Mortgage on the Mortgaged Property); and (bvi) the Mortgaged Leases are in full force this Mortgage constitutes a valid, binding and effect and Mortgagor is the holder enforceable agreement of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amendedMortgagor, supplemented or otherwise modifiedenforceable in accordance with its terms, except as the enforceability thereof may be specifically described in Schedule B attached to this Mortgage limited by bankruptcy, insolvency, reorganization or as otherwise notified in writing moratorium or other similar laws relating to the Mortgagee; (d) Mortgagor has paid all rents enforcement of creditors’ rights generally and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedgeneral equitable principles.

Appears in 1 contract

Samples: Credit Agreement (Roundy's, Inc.)

Warranty of Title. Mortgagor Borrower represents and warrants that it has Borrower has: (a) good record title in and insurable fee simple totitle to that portion of the Mortgaged Property known as Parcels Nos. [ * ], or [ * ], [ * ], [ * ]; (b) a valid leasehold interest inin that portion of the Mortgaged Property known as Parcels Nos. [ * ], [ * ], [ * ], [ * ], [ * ]; and (c) use and development rights of that certain [ * ] area pursuant to [ * ] permit [ * ] (as may be amended or replaced) adjacent to the Real Estatefee property referenced in subsection (a) of this Section. Borrower further represents and warrants that Borrower has the full power, authority and right to execute, deliver and perform its obligations under this Agreement and to encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign, hypothecate and grant a security interest in the Mortgaged Property and that Borrower possesses an unencumbered fee and leasehold estate in the Premises and the Improvements, and good that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for those exceptions approved by Lender or shown in the title toinsurance policy insuring the lien of the Mortgage, or and that the Mortgage is and will remain a valid leasehold and enforceable first lien on and security interest in, the rest of in the Mortgaged Property, subject only to the matters that are set forth in Schedule B of the title insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 of the Credit Agreement (the “Permitted Exceptions”)such exceptions. Mortgagor Borrower shall forever warrant, defend and preserve such title and the validity and priority of the lien of this the Mortgage and shall forever warrant and defend such title, validity and priority to Lender against all the claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedwhomsoever.

Appears in 1 contract

Samples: Management Agreement (Insignia Financial Group Inc /De/)

Warranty of Title. Mortgagor warrants that it has good record title in fee simple to, or a valid leasehold interest in, the Real Estate, and good title to, or a valid leasehold interest in, the rest of the Mortgaged Property, subject only to the matters that are set forth in Schedule B of the title insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance Except as permitted by pursuant to Section 7.3 of the Credit Agreement (the “Permitted Exceptions”). Mortgagor shall warrant6.4, defend and preserve such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has Borrower shall maintain good and marketable fee simple or surface interest and valid leasehold or easement interests, as applicable, in the right to mortgage the Mortgaged Property; Site and (b) Borrower shall maintain (i) valid easement interests in the Mortgaged Leases Easements, (ii) valid rights of way interests in the Rights of Way and (iii) good, legal and valid title to or interest in all other material Collateral (other than properties and assets disposed of in accordance with this Agreement), in each case free and clear of all Liens other than Permitted Liens and such other title exceptions as are reasonably acceptable to Administrative Agent. Borrower shall (a) maintain or cause the maintenance of its interests and rights in the Rights of Way and Easements for the Gathering Systems and the Compressor Stations, (b) except where failure to do so could not reasonably be expected to materially detract from the value or operation of the Gathering Systems, maintain the Gathering Systems within the confines of the Rights of Way and Easements without material encroachment upon any adjoining property and maintain the Compressor Stations within the boundaries of the Deeds and Rights of Way and without material encroachment upon any adjoining property, in each case subject to Permitted Liens and such other title exceptions as are reasonably acceptable to Administrative Agent, (c) maintain such rights of ingress and egress necessary to permit the Borrower to inspect, operate, repair, and maintain the Project; provided that the Borrower may hire third parties to perform these functions, and (d) maintain all material agreements, licenses, permits, and other rights required for any of the foregoing described in clauses (a), (b), and (c) of this Section 5.3 in full force and effect in accordance with their terms and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent timely make any payments due and payable under the Mortgaged Leases thereunder (except to the extent Mortgagor is contesting payments contested in good faith by appropriate proceedings any such rents and other charges or as to which a bona fide dispute may exist; provided that adequate cash reserves have been established in accordance conformity with and GAAP or payments with respect to which provisions have been made to the extent permitted by satisfaction of Administrative Agent in its reasonable discretion for the terms posting of security (other than the relevant Mortgaged LeaseCollateral) for the bonding of such payments or the prompt payment thereof in the event that such payments are payable), is not and prevent any default thereunder which could result in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtaineda termination or loss thereof.

Appears in 1 contract

Samples: Credit Agreement (CNX Resources Corp)

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple each Property (including without limitation all Equipment, all Improvements, all replacement components to each Property and all Modifications) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease (provided, respecting each Property subject to a Ground Lease, Lessor's interest therein is acknowledged to be a leasehold interest pursuant to such Ground Lease) from and after the date hereof or such date of incorporation into any Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon any Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent, any Lender or any Holder pursuant to any Operative Agreement, other than Permitted Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien has occurred with respect to a Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of Financing Parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to the matters Permitted Liens and Liens that are expressly set forth in Schedule B as title exceptions on the title commitment issued under Section 5.3(g) of the title insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 of the Credit Participation Agreement (the “Permitted Exceptions”). Mortgagor shall warrant, defend and preserve such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing with respect to the Mortgagee; (d) Mortgagor has paid all rents and other charges applicable Property, to the extent due and payable under such title commitment has been approved by the Mortgaged Leases (except Agent. At all times subsequent to the extent Mortgagor is contesting Basic Term Commencement Date respecting a Property, Lessee shall (i) cause a valid, perfected, first priority Lien on each applicable Property to be in good faith by appropriate proceedings any such rents and other charges place in accordance with and to the extent permitted by the terms favor of the relevant Mortgaged Lease), is not in default under Agent (for the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms benefit of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtained.Secured Parties) and

Appears in 1 contract

Samples: Lease Agreement (Shurgard Storage Centers Inc)

Warranty of Title. Mortgagor warrants that it has good record title in to the Property and has the right to mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the same. Owner possesses an unencumbered fee simple toabsolute estate and Operating Lessee possesses an unencumbered leasehold estate (created by and pursuant to the terms of the Operating Lease) in the Land and the Improvements. Owner owns the Property free and clear of all liens, encumbrances and charges whatsoever except for the Permitted Encumbrances. The Permitted Encumbrances do not and will not materially adversely affect or interfere with the value, or a valid leasehold interest inmaterially adversely affect or interfere with the current use or operation, of the Property, or the security intended to be provided by this Security Instrument or the ability of Mortgagor to repay the Note or any other amount owing under the Note, this Security Instrument, the Real Estate, and good title toLoan Agreement, or a valid leasehold interest inthe other Loan Documents or to perform its obligations thereunder in accordance with the terms of the Loan Agreement, the rest Note, this Security Instrument or the other Loan Documents. This Security Instrument, when properly recorded in the appropriate records, together with the Assignment of Leases and any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, perfected first priority lien on the Mortgaged Property, subject only to Permitted Encumbrances and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the matters that are set forth Leases), all in Schedule B accordance with the terms thereof, subject only to Permitted Encumbrances. The Assignment of Leases, when properly recorded in the appropriate records, creates a valid first priority assignment of, or a valid first priority security interest in, certain rights under the related Leases, subject only to a license granted to Mortgagor to exercise certain rights and to perform certain obligations of the title insurance policy lessor under such Leases, including the right to operate the Property. No Person other than Mortgagor owns any interest in any payments due under such Leases that is superior to or policies being issued to Mortgagee to insure of equal priority with the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 of the Credit Agreement (the “Permitted Exceptions”)Lender's interest therein. Mortgagor shall forever warrant, defend and preserve such the title and the validity and priority of the lien of this Mortgage Security Instrument and shall forever warrant and defend the same to Lender against all the claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedwhomsoever.

Appears in 1 contract

Samples: Mortgage and Security Agreement (Felcor Lodging Trust Inc)

Warranty of Title. Mortgagor warrants that it has good record (a) Lessee hereby acknowledges and shall cause title in fee simple each Property (including without limitation all Equipment, all Improvements, all replacement components to each Property and all Modifications) immediately and without further action to vest in and become the property of Lessor and to be subject to the terms of this Lease (provided, respecting each Property subject to a Ground Lease, Lessor's interest therein is acknowledged to be a leasehold interest pursuant to such Ground Lease) from and after the date hereof or such date of incorporation into any Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon any Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent or any Holder pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to a Property, the Rent or any other such amounts, and Lessee represents and warrants to, or a valid leasehold interest inand covenants with, Lessor that the Real Estate, Liens in favor of Lessor created by the Operative Agreements are (and good title to, or a valid leasehold interest in, until the rest of financing parties under the Mortgaged Property, Operative Agreements have been paid in full shall remain) first priority perfected Liens subject only to Permitted Liens and Lessor Liens. At all times subsequent to the matters that are set forth Basic Term Commencement Date respecting a Property, Lessee shall (i) cause a valid, perfected, first priority Lien on each applicable Property to be in Schedule B place in favor of the title insurance policy or policies being issued to Mortgagee to insure Agent (for the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 benefit of the Credit Agreement Lenders and the Holders) subject only to Permitted Liens and Lessor Liens and (ii) file, or cause to be filed, all necessary documents under the “Permitted Exceptions”). Mortgagor shall warrant, defend applicable real property law and preserve Article 9 of the Uniform Commercial Code to perfect such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtainedLiens.

Appears in 1 contract

Samples: Credit Agreement (Correctional Services Corp)

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