New Lien definition
Examples of New Lien in a sentence
An Involuntary Lien of which Seller or Purchaser receives notice pursuant to the preceding sentence is referred to herein as a “New Lien.” The cost to Discharge a New Lien, or the aggregate cost to Discharge two or more New Liens, is referred to in this Section 4.1.2 as the “Discharge Amount” for such New Lien, or New Liens.
If the Discharge Amount for all New Liens exceeds $400,000, and if the Sellers do not agree in writing to Cure such New Liens in a manner satisfactory to Purchaser, then Purchaser shall have the right to terminate this Agreement by written notice to the Sellers delivered within five (5) Business Days after any Seller either sends or receives notice of a New Lien that would cause the Discharge Amount for all New Liens to exceed $400,000.
If any Seller fails to Cure a New Lien by Closing that such Seller was obligated to Cure or elected to Cure pursuant to this Section 4.1.2, Seller shall be in default under this Agreement and Purchaser shall have all rights under Section 9.2 hereof, provided however, Purchaser may elect to proceed to Closing and Purchaser shall receive a credit equal to the aggregate cost to Discharge all New Liens that any Seller was obligated to or elected to Cure, but failed to Cure at or before Closing.
Within 60 days of the date hereof, the New Lien Grantor shall furnish to the Collateral Agent file search reports from each UCC filing office confirming the filing information set forth in such Perfection Certificate.
Upon delivery of this Security Agreement Supplement to the Collateral Agent, the New Lien Grantor will become a party to the Security Agreement and will thereafter have all of the rights and obligations of a Lien Grantor thereunder and be bound by all of the provisions thereof as fully as if the New Lien Grantor were one of the original parties thereto.
Concurrently with delivering this Security Agreement Supplement to the Collateral Agent, the New Lien Grantor is complying with the provisions of Section 4 of the Security Agreement with respect to all stock certificates and other certificates representing Equity Interests or Other Pledged Securities (if any) included in the New Collateral and all Instruments (if any) included in the New Collateral.
If Seller fails to Cure a New Lien by Closing that Seller was obligated to Cure or elected to Cure pursuant to this Section 4.1.2, Seller shall be in default under this Agreement and Purchaser shall have all rights under Section 9.2 hereof, provided however, Purchaser may elect to proceed to Closing and Purchaser shall receive a credit equal to the aggregate cost to Discharge all New Liens that Seller was obligated to or elected to Cure, but failed to Cure at or before Closing.
If the aggregate cost to Discharge all New Liens exceeds $1,000,000, then the Sellers shall have the option but not the obligation to Cure, at their sole cost and expense, each New Lien for which the cost to Discharge (together with the cost to Discharge all other New Liens) exceeds $1,000,000.
If the cost to Discharge such Involuntary Lien, together with the cost to Discharge all other Involuntary Liens (excluding Liens caused by Tenants) of which the Purchaser or Seller has received notice pursuant to this Section 4.1.2 after the date hereof and prior to Closing (each, a “New Lien”), does not exceed $25,000, then Seller shall be obligated to Cure such New Lien prior to or at Closing, at Seller’s sole cost and expense, and such New Lien shall not be a Permitted Exception.
If Seller has elected to not Cure a New Lien for which the cost to Discharge (together with the cost to Discharge all other New Liens) exceeds $25,000, Purchaser shall be entitled to terminate this Agreement by written notice to Seller, in which case the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser, this Agreement shall terminate and neither party shall have any obligation to the other party hereunder except for obligations that expressly survive termination of this Agreement.