Removal of Certain Liens Sample Clauses

Removal of Certain Liens. Xxxxx Fargo will not directly or indirectly cause, incur, assume or suffer to exist any the Security Trustee Liens on any part of the Collateral, and it agrees that it will, at its own cost and expense, promptly take such action as may be necessary to discharge and satisfy any such the Security Trustee Lien and it shall indemnify, protect, defend and hold harmless the Borrower against any claims in any way resulting from or arising out of a breach by it of its obligations under this Section 6.7.
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Removal of Certain Liens. The Security Trustee will not directly or indirectly cause, incur, assume or suffer to exist any Lien attributable to the Security Trustee on any part of the Collateral (other than the Liens contemplated by the Operative Agreements), and it agrees that it will, at its own cost and expense, promptly take such action as may be necessary to discharge and satisfy any such Lien attributable to the Security Trustee and it shall indemnify, protect, defend and hold harmless the Debtor against any claims in any way resulting from or arising out of a breach by it of its obligations under this Section 6.7; provided that such Liens shall not include Liens arising out of Taxes required to be indemnified by the Lessee under the Operative Agreements or transfers permitted by the terms of the Operative Agreements or pursuant to the exercise of remedies set forth in Section 5 of this Security Agreement and provided, further that such indemnity, to the extent that it relates to Liens arising out of acts of the Security Trustee not permitted by, or the failure of the Security Trustee to take any action required by the Operative Agreements, shall only relate to those Liens as shall have arisen as a result of the gross negligence or willful misconduct of the Security Trustee.
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Removal of Certain Liens. Prior to the Closing, Seller shall have caused any and all Liens on receivables of the Company or any Subsidiary to be fully released, removed or otherwise extinguished.
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Removal of Certain Liens. Schedule 3.8(a) discloses liens on two properties of SeitzSchenk Filtersystems GmbH in Bad Kreuznach, Germany with a footnote indicating that such liens secure underlying debt obligations that have been terminated. Prior to the Closing Date, USF shall use all commercially reasonable best efforts to cause such liens to be removed of record and, if they have not been so removed, USF at its expense shall cause such liens to be removed as promptly as practicable after the Closing.
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Removal of Certain Liens. Sellers and Parent shall cause to be timely paid and discharged or otherwise satisfied and eliminated any security interests and liens on Purchased Assets which secure the payment of Excluded Liabilities. Sellers or Parent shall timely pay and discharge or otherwise cause to be satisfied and eliminated in full all Excluded Liabilities to the extent that (i) such Excluded Liabilities constitute Encumbrances on the Purchased Assets (except for such Encumbrances that constitute Permitted Exceptions) or (ii) failure to pay or discharge such Excluded Liabilities shall subject Buyer to any liability, including, without limitation, Taxes that are Excluded Liabilities.
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Removal of Certain Liens. The Security Trustee will not directly or indirectly cause, incur, assume or suffer to exist any Security Trustee Liens on any part of the Collateral, and it agrees that it will, at its own cost and expense, promptly take such action as may be necessary to discharge and satisfy any such Security Trustee Lien and it shall indemnify, protect, defend and hold harmless the Borrower against any claims in any way resulting from or arising out of a breach by it of its obligations under this Section 6.7; provided that such indemnity, to the extent that it relates to Security Trustee Liens referred to in clause (ii) of the definition thereof contained in Annex A hereto, shall only relate to those Security Trustee Liens as shall have arisen as a result of the gross negligence or willful misconduct of the Security Trustee.
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Removal of Certain Liens. No later than the sixty (60) days from the date hereof, the Borrower shall cause to be released any Liens over the Collateral under (i) the Lien of United Missouri Bank of Kansas City, N.A., as trustee, created by that certain Indenture, dated January 1, 1946, as amended and supplemented, and (ii) the Lien of Commerce Bank of Kansas City, N.A., as trustee, created by that certain General Mortgage Indenture and Deed of Trust, dated September 15, 1988, as amended and supplemented. Upon such release, the Borrower shall promptly provide to the Trustee evidence thereof.
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Related to Removal of Certain Liens

  • Survival of Certain Obligations The obligations of Sections 3, 4, 8, 9, 12 and 13 shall survive any termination of this Agreement.

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

  • Survival of Certain Provisions The covenants and agreements set forth in Section 4.1, Section 4.2 and Section 5.2 shall survive the Termination of the Company.

  • Suspension of Certain Obligations The Company shall not be required to comply with the provisions of subsections (f), (g) or (h) of this Section 4 during any period from the time (i) the Agents shall have suspended solicitation of offers for the purchase of Notes in their capacity as agents pursuant to a request from the Company and (ii) no Agent shall then hold any Notes purchased from the Company as principal, as the case may be, until the time the Company shall determine that solicitation of offers for the purchase of Notes should be resumed or an Agent shall subsequently purchase Notes from the Company as principal.

  • Survival of Certain Terms All definitions and the provisions of Sections 2-6, 8, 10 and 11 shall survive the termination or expiration of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement; provided however, the terms of the Customer Agreements shall survive in accordance with their own terms.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

  • Preservation of Certain Remedies Notwithstanding the preceding binding arbitration provisions, the parties hereto and the other Loan Documents preserve, without diminution, certain remedies that such Persons may employ or exercise freely, either alone, in conjunction with or during a Dispute. Each such Person shall have and hereby reserves the right to proceed in any court of proper jurisdiction or by self help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted in the Loan Documents or under Applicable Law or by judicial foreclosure and sale, including a proceeding to confirm the sale, (ii) all rights of self help including peaceful occupation of property and collection of rents, set off, and peaceful possession of property, (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and in filing an involuntary bankruptcy proceeding, and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute.

  • Notice of Certain Matters Give Agent written notice of the following promptly after any executive officer of Borrower shall become aware of the same:

  • Survival of Certain Sections Sections 3, 4, 5, 6, 7, 8, 9, 12, 13, 16, 17, 19 and 21 of this Agreement will survive the termination of this Agreement.

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

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