Voluntary Liens means (i) liens and other encumbrances (other than Permitted Exceptions) which Contributor has knowingly and intentionally suffered or affirmatively placed on the Property (which includes any mortgage, lien or instrument placed, created or consented to by Contributor in violation of Article VII below) and (ii) any mechanic’s lien with respect to work contracted for by Contributor at the Property (but excluding any mechanic’s liens filed with respect to any work performed by or for any Tenants, other than by Contributor or its agents or in connection with Capital Improvements made in accordance with Section 7.1 that will be paid in full at Closing).
Voluntary Liens as used herein shall mean liens and other encumbrances (other than Permitted Exceptions), whether or not in liquidated sums, which Seller has knowingly and intentionally suffered or allowed to be placed on the Property after the date hereof (which excludes judgments, Violations (as hereinafter defined) and federal, state and municipal tax liens).
Voluntary Liens as used herein shall mean liens and other encumbrances (other than Permitted Exceptions) which Seller has knowingly and intentionally suffered or allowed to be placed on the Property, including, without limitation, mortgages and mechanics’ liens which arise from work performed by or on behalf of Seller, judgments, federal, state and municipal tax liens, but shall expressly exclude mechanics’ liens which arise from work performed by or on behalf of Purchaser or judgments, federal, state and municipal tax liens arising out of any act or failure to act by Purchaser; provided, however, that any items which are the responsibility of the Purchaser as tenant under the Lease (as defined below) shall not be considered a Voluntary Lien. If the Title Company is not willing to insure title as set forth above, Seller may cause title to be insured by any other reputable title insurer licensed to do business in the state where the Property is located, and Purchaser shall pay the premium for such coverage at standard rates.
Examples of Voluntary Liens in a sentence
If, at Closing, the Property is subject to (i) any mortgages, security interests or similar liens or encumbrances which may be satisfied by the payment of money and which are affirmatively placed on the Property by Seller (collectively, “ Voluntary Liens”), Seller shall be obligated to pay the same and Purchaser shall have no right to object to the existence of same provided that such Voluntary Liens are paid by Seller and the Title Insurer shall omit the same from Purchaser’s title insurance policy.
More Definitions of Voluntary Liens
Voluntary Liens means (i) liens and other encumbrances (other than Permitted Exceptions) which Seller has knowingly and intentionally suffered or affirmatively placed on the Property (which includes any mortgage, lien or instrument placed, created or consented to by Seller in violation of Article VII below) and (ii) any mechanic’s lien with respect to work contracted for by Seller at the Property (but excluding any mechanic’s liens filed with respect to any work performed by or for any Tenants, other than by Seller or its agents or in connection with Capital Improvements made in accordance with Section 7.1 that will be paid in full at Closing).
Voluntary Liens as used herein shall mean liens and other encumbrances (other than Permitted Exceptions) which Seller has knowingly and intentionally suffered or allowed to be placed on the Property, including, without limitation, mortgages and mechanics’ liens which arise from work performed by or on behalf of Seller, judgments, federal, state and municipal tax liens, but shall expressly exclude mechanics’ liens which arise from work performed by or on behalf of Tenant (as hereinafter defined) or judgments, federal, state and municipal tax liens arising out of any act or failure to act by the Tenant. If the Title Company is not willing to insure title as set forth above, Seller may cause title to be insured by any other reputable title insurer licensed to do business in the state where the Property is located, and Purchaser shall pay the premium for such coverage at standard rates.
Voluntary Liens means any of the following encumbrances on the Properties or any portion thereof: (a) any mortgage or deed of trust granted or assumed by Seller; (b) any mechanic’s or materialmen’s lien; (c) any lien for unpaid taxes, assessments, utility, water, sewer or other governmental charges; and (d) any other lien or encumbrance granted, assumed or suffered by Seller and securing the repayment of money or other claims made against Seller. Schedule 2.2
Voluntary Liens as used herein shall mean liens and other encumbrances (other than Permitted Exceptions) which Seller has suffered or allowed to be placed on the Property, including, without limitation, mortgages and mechanics’ liens which arise from work performed by or on behalf of Seller (excluding any mechanics’ liens arising from work performed by or at the direction of Purchaser or Purchaser’s sublessees or licensees), judgments, federal, state and municipal tax liens, but shall expressly exclude mechanics’ liens which arise from work performed by or on behalf of Tenant (as hereinafter defined) or judgments, federal, state and municipal tax liens arising out of any act or failure to act by the Tenant.
Voluntary Liens means any of the following encumbrances on the Property or the Membership Interests or any portion thereof: (a) any mortgage or deed of trust granted or assumed by Seller or the Company; (b) any mechanic’s or materialmen’s lien; (c) any lien for unpaid taxes, assessments, utility, water, sewer or other governmental charges; and (d) any other lien or encumbrance granted, assumed or suffered by Seller or the Company and securing the repayment of money or other claims made against Seller or the Company. Schedule 3.1
Voluntary Liens means all (x) monetary liens and encumbrances, including mortgages, judgments and federal, state and municipal tax liens and (y) all non-monetary liens and encumbrances which Seller has allowed to be placed on the Property without Purchaser’s written consent from and after the Effective Date.
Voluntary Liens as used herein shall mean all monetary liens, including mortgages which Seller has suffered or allowed to be placed on the Project, other than Permitted Exceptions, excluding, however, any liens associated with the Existing Indebtedness to be assumed by Buyer and mechanics liens which are a tenant’s responsibility to remove pursuant to the terms of the applicable Leases and which are disclosed to Buyer in writing prior to the expiration of the Inspection Period. If Seller, after having used commercially reasonable good faith efforts (which shall include curing and removing of record all Voluntary Liens and expending money to cure all other Title Defects up to the Cure Amount), is unable to cure a Title Defect on or prior to Closing, Buyer may, at its discretion (i) elect to adjourn the Closing for a period not to exceed ten (10) business days to allow Seller to cure such Title Defect, and in such event Seller shall continue to use commercially reasonable good faith efforts to effect such cure, (ii) elect to waive in writing such Title Defect in which case it shall be deemed a Permitted Exception or (iii) terminate this Agreement in which event Buyer shall be entitled to receive the Escrow Deposit. If an act or omission of Seller that is not reflected in the Title Commitment or Survey or any continuation thereof or in the Permitted Exceptions as of the Closing Date has an effect on title to the Real Property and if Seller does not cure or cause Title Company to insure over such item in a manner satisfactory to Buyer in its sole discretion, then Buyer may either waive such matter or terminate this Agreement and receive the Escrow Deposit and pursue its remedies under Section 10.2. Notwithstanding anything in this Section 4.3 to the contrary, Buyer may, in its sole discretion, at any time accept such title as Seller can convey, without reduction of the Purchase Price or any credit or allowance on account thereof.