Required Clearance Exceptions definition

Required Clearance Exceptions shall have the meaning ascribed to it in Section 7(a) herein.
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Required Clearance Exceptions. (A) any mortgage financing, (B) mechanics’ or materialmen’s liens and other liens evidencing monetary encumbrances (other than liens for non delinquent general real estate taxes) which are removable by payment of liquidated and ascertainable amounts, and (C) those items listed on Exhibit “A-2”. Following Closing, Seller shall use commercially reasonable efforts (without being required to commence legal proceedings) to cause, and shall reasonably cooperate with Purchaser’s and Title Company’s efforts to cause, any of the Required Clearance Exceptions to which Seller was an original party to be removed from title to the Real Property, and this covenant shall survive Closing. If Seller is unable to remove or cause the Title Company to endorse over any Required Clearance Exceptions or other exception to title that is not a Permitted Title Exception, Purchaser may elect to either (x) terminate this Agreement by notice given to Seller on or before the Closing Date, in which event the Escrow Fund shall be refunded to Purchaser, and thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (y) waive such exception, in which event such exception shall be deemed an additional “Permitted Title Exception,” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.
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Required Clearance Exceptions means (i) any Unacceptable Encumbrances that arise as a result of Seller’s intentional acts or omissions, (ii) any mortgages, deeds of trust or deeds to secure debt that appear on the Title Commitment, other than any such documents related to the Loan Assumptions (the “Mortgages”), (iii) all mechanics, judgment, tax and other monetary liens and encumbrances of liquidated amounts (excluding, however, current, non-delinquent taxes and assessments) affecting the Property which were voluntarily or involuntarily caused or created by, through or under Seller or its affiliates, agents, employees contractors or representatives (collectively, the “Monetary Liens”), (iv) liens or encumbrances other than Mortgages and Monetary Liens created by Seller or its agents or affiliates after the date of this Agreement in violation of the terms of this Agreement, (v) any existing purchase rights granted or caused by acts of Seller or its affiliates, agents, employees contractors or representatives and (vi) any exception to title that Seller has agreed in writing to Remove pursuant to the terms of this Agreement. For purposes of this Agreement, “Remove” shall mean that Seller causes such exception or matter to be discharged, terminated and extinguished in full and removed from title in a manner satisfactory to the Purchaser and the Title Company, and deliver to Purchaser at Closing instruments in recordable form and sufficient to cause such Title Objections to be released of record, together with the cost of recording or filing such instruments. In the event Seller is unable, unwilling or for any reason fails to Remove all of the Unacceptable Encumbrances to the satisfaction of Purchaser (other than the Required Clearance Exceptions required to be Removed by Seller), Purchaser may terminate this Agreement by delivering notice thereof in writing to Seller by the latest to occur of (x) the Closing Date, (y) three (3) days after Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such Unacceptable Encumbrances, or (z) ten (10) days after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto; provided, however, the Closing Date shall be extended to allow for the running of the time periods described in the aforesaid clauses (y) and (z). Upon a termination of this Agreement pursuant to the immediately preceding sentence, upon prior written notice to Seller and Escrow Agent, the Xxxxxxx Money shall be promptly returne...
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Examples of Required Clearance Exceptions in a sentence

  • As of the Effective Date, Purchaser has completed its review of said items and, based upon that review, Seller and Purchaser have agreed to the items included within the definition of Permitted Title Exceptions, and to the items that Seller shall, at Closing, remove or cause to be removed from the Owner’s Title Policy; provided that the foregoing shall not relieve Seller of its obligations hereunder in connection with the Required Clearance Exceptions (as defined below).

  • To the extent that the same do not constitute Required Clearance Exceptions, Seller shall notify Buyer in writing within five (5) business days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same.

  • Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety (90) days) for the purpose of the removal of any Required Clearance Exceptions or other Title Objections, which removal will be deemed effected by the issuance of title insurance eliminating or insuring against the effect of the Title Objections.

  • Sellers shall be entitled to use any portion of the Purchase Price to satisfy, release or otherwise cure any such Required Clearance Exceptions.

  • If Purchaser delivers a Gap Notice, Seller shall have until the earlier to occur of (x) noon Chicago time on the Closing Date and (y) the date that is two (2) Business Days after Seller’s receipt of the Gap Notice (“Seller’s Response Deadline”) to provide written notice to Purchaser (“Seller’s Response”) specifying whether or not Seller elects, by the Closing Date, to “Cure” such objections (provided, Seller shall be required to Cure any Required Clearance Exceptions).

Related to Required Clearance Exceptions

  • CFIUS Clearance means any of the following shall have occurred: (i) CFIUS has concluded that the BluJay Acquisition is not a “Covered Real Estate Transaction” or otherwise a “Covered Transaction” and is not subject to review under the CFIUS Authorities; (ii) CFIUS has issued a written notice that it has completed a review or investigation of the declaration or notice provided pursuant to the CFIUS Authorities with respect to the BluJay Acquisition, and has concluded all action under the CFIUS Authorities; (iii) in the event that the parties have filed a declaration, CFIUS has informed the Parties that it is unable to conclude action under the CFIUS Authorities with respect to the BluJay Acquisition on the basis of the declaration, but CFIUS has not requested that the Parties file a written notice of the BluJay Acquisition, and the 30-day assessment period established by CFIUS for the review of the declaration shall have elapsed, or (iv) if CFIUS has sent a report to the President of the United States (“President”) requesting the President’s decision and (x) the President has announced a decision not to take any action to suspend or prohibit the proposed action or (y) having received a report from CFIUS requesting the President’s decision, the President has not taken any action after fifteen (15) days from the earlier of the date the President received such report from CFIUS or the end of the investigation period.

  • Required Consent has the meaning set forth in Section 4.4.

  • Required Consents shall have the meaning set forth in Section 4.5.

  • HSR Clearance Date means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated hereunder have expired or have been terminated.

  • HSR Clearance means either (a) early termination of the applicable waiting period under the HSR Act with respect to the HSR Filings or (b) expiration of the applicable waiting period under the HSR Act with respect to the HSR Filings.

  • Required Permits shall have the meaning set forth in Section 6.24.

  • Environmental Compliance Reserve means any reserve which the Agent establishes in its reasonable discretion after prior written notice to the Borrower from time to time for amounts that are reasonably likely to be expended by the Borrower in order for the Borrower and its operations and property (a) to comply with any notice from a Governmental Authority asserting material non-compliance with Environmental Laws, or (b) to correct any such material non-compliance identified in a report delivered to the Agent and the Lenders pursuant to Section 7.7.

  • Qualifying Property means a primary residence that a qualified applicant owned and occupied

  • Governmental Real Property Disclosure Requirements means any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

  • Required Regulatory Approvals means the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals.

  • Required Governmental Approvals means the Company Required Governmental Approvals and the Parent Required Governmental Approvals.

  • Final Approval Order means the entry of the order and final judgment approving the Settlement Agreement, implementing the terms of this Settlement Agreement, and dismissing the Class Action with prejudice, to be proposed by the Settling Parties for approval by the Court, in substantially the form attached as Exhibit D hereto.

  • Environmental Approvals means any permit, license, approval, ruling, variance, exemption or other authorization required under applicable Environmental Laws.

  • Clearances means any approvals, consents, clearances, determinations, permissions, confirmations, comfort letters and waivers that may need to be obtained, all applications and filings that may need to be made and all waiting periods that may need to have expired, from or under any Law or practices applied by any Relevant Authority (or under any agreements or arrangements to which any Relevant Authority is a party), in each case that are necessary and/or expedient to satisfy one or more of the Regulatory Conditions; and any reference to any Clearance having been “satisfied” shall be construed as meaning that the foregoing has been obtained, or where relevant, made or expired;

  • Title V Permit means an operating permit under Title V of the Act.

  • Customary Post-Closing Consents means those consents and approvals from Governmental Authorities for the assignment of the Assets to the Buyer that are customarily obtained after the assignment of properties similar to the Assets.

  • Requisite Regulatory Approvals has the meaning set forth in Section 7.01(b).

  • Company Permits has the meaning set forth in Section 3.12(a).

  • Security Clearance means that level of security clearance required by the City or its police department for Contractor personnel accessing the information or premises required to be accessed in order to perform the Work under this Contract;