Lien Release. When any portion of the Collateral is transferred as permitted by the terms hereof, the security interest in and the Lien on such Collateral shall automatically be released, and the Secured Parties will no longer have any security interest in, lien on, or claim against such Collateral. The Administrative Agent agrees to file termination statements and take all other action reasonably requested by the Borrower (at the Borrower’s expense) to evidence such release.
Lien Release. Any and all Liens on the Shares and any and all Liens (other than Permitted Liens) on the properties and assets of the Company shall have been terminated and released pursuant to documentation in form and substance satisfactory to Purchaser.
Lien Release. Upon the transfer by the Parent or any Subsidiary (other than Zipcar Finance) of Vehicles to Zipcar Finance in a securitization as permitted under this Agreement, any Liens with respect to such Vehicles and Vehicle Proceeds arising under the Loan Agreement or any Loan Documents shall automatically be released (and the Agent is hereby authorized to execute and enter into any such releases and other documents as the Parent may reasonably request in order to give effect thereto).
Lien Release. Parent and Sellers shall use their reasonable best efforts to facilitate and encourage the making of any filings, releases, discharges, deeds and other documents necessary to evidence the release by all financial institutions and other Persons to which any indebtedness (including guarantee obligations in respect thereof) of the Company is outstanding (the “Lenders”) of all Liens and Encumbrances in connection therewith relating to the Purchased Assets, the Equity Interests, the Business or the Company (“Lender Liens”), and all obligations (including guarantee obligations) of the Company in respect of such indebtedness (“Loan Obligations”), substantially simultaneously with the Closing Date. Promptly after the Effective Date, Parent and Sellers shall request that the Lenders deliver letters or similar written confirmation (each, a “Release Confirmation”), substantially simultaneously with the Closing Date, confirming that (a) all Lender Liens shall be, upon the Closing Date, released by all lenders thereunder and (b) all Loan Obligations shall be, upon the Closing Date, released. Parent and Sellers shall keep Buyer reasonably informed (orally and in writing) on a current basis regarding any material developments relating to their request for Release Confirmations, including by reporting any conversations with a Lender or its Representatives relating to the Release Confirmations, any rejection of a Release Confirmation by a Lender or any failure of a Lender to respond to a request for a Release Confirmation, and by furnishing copies of any relevant written correspondence or draft documentation.
Lien Release. Buyer shall have received duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate, in the opinion of counsel to Buyer, to release any and all Liens against the Assets.
Lien Release. Seller shall indemnify and hold harmless Buyer from and against all liability loss, cost, damage or expense, including attorney's fees, which Buyer may suffer or incur as a result of any claim by laborers, mechanics and/or material liens which arise out of or in connection with Seller’s obligations under this P.O. As a condition to payment of any invoice submitted under this P.O., Seller shall furnish Buyer with mechanics lien releases covering all labor, material and all other things used by Seller in the performance of the work covered by this P.O.
Lien Release. The Company shall provide a UCC-3 Termination Statement or other evidence reasonably satisfactory to Parent that the liens on the Company’s assets in favor of The Royal Bank of Canada have been released.
Lien Release. The Buyers shall have received copies of releases of all Liens (other than Permitted Liens) against any asset, property or right of the Acquired Assets.
Lien Release. At such time as the Secured Obligations have been repaid in full and the Borrower has no further rights to request any Advances hereunder, the Liens granted to the Lender hereunder shall be deemed terminated and released without requirement of any further action on the part of any Person, and Lender shall, at the request and expense of the Borrower, execute, deliver and file (or permit the Borrower to file) any and all termination statements and other documents as may be necessary or appropriate in order to give effect to such release or Liens hereunder. A Subsidiary shall automatically be released from its obligations under the Loan Documents upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary ceases to be a Subsidiary. Upon any sale or other disposition (other than any lease or license) of any Collateral in a transaction constituting a Permitted Transfer, or upon the effectiveness of any written consent to the release of the security interest, the security interests in such Collateral shall be automatically released. In connection with any termination or release pursuant to this Section, the Lender shall execute and deliver to the Borrower or any Subsidiary, at such party’s expense, all documents that reasonably requested to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Lender.
Lien Release. Seller represents that all amounts reflected on invoices submitted by Seller for payment are accurate, just, due and owing under the terms of this Agreement. Purchaser shall not be required to make a Milestone Payment Amount unless such invoice is accompanied with the conditional waiver of liens as set forth in Exhibit S-1. Seller represents that all services, equipment, materials and information for which Seller seeks payment are free and clear of liens, claims, security interests and encumbrances arising in favor of Seller and its Vendors, and other persons or entities able to make a claim by reason of having provided labor, materials or equipment relating to performance of this Agreement or any portion thereof. Seller agrees and represents that in submitting an invoice, Seller waives and releases all liens, claims, security interests and other encumbrances arising in favor of Seller by reason of having provided labor, materials or equipment relating to performance of this Agreement or any portion thereof, to the extent of such invoice. In the case of payment of the Retention Amount, Seller shall not be entitled to payment of such Retention Amount unless and until Seller submits to Purchaser an affidavit in the form set forth in Exhibit S. 6.7 Invoices6.7
