Condition of Title at Closing a. Upon the Closing, Seller shall sell, transfer and convey to Buyer indefeasible fee simple title to the Property, including the Land and the Improvements thereon by a duly executed and acknowledged general warranty deed in a form acceptable to Buyer (the “Deed”), free and clear of all liens and encumbrances other than the Permitted Exceptions (as defined below) and any mortgage to be caused to be placed on the Property by Buyer to provide financing of the Purchase Price. Title to the Property shall be good, marketable, and insurable by the Title Company at its regular rates pursuant to the standard stipulations of an ALTA policy of lender’s and owner’s title insurance. If Seller is unable to convey title at Closing subject only to the Permitted Exceptions and any mortgage to be caused to be placed on the Property by Buyer so as to provide financing of the Purchase Price as otherwise provided for above, Buyer shall have the option of (i) taking such title to the Property as Seller is able to convey, without credit or abatement of the Purchase Price or (ii) terminating Buyer’s obligations under this Agreement, and this Agreement shall be null and void and neither party shall have any further obligations hereunder except those specifically provided herein which are to survive the expiration or earlier termination of this Agreement.
Condition of Title at Closing. Xxxxxxx’s obligation to close hereunder is conditioned on the Title Company being unconditionally and irrevocably committed to issue at Closing to Builder, an ALTA extended coverage owner’s policy of title insurance (6-17-06), in the amount of the Property Value, subject to only the Permitted Exceptions (the “Title Policy”). Within no more than ten (10) business days prior to Closing, the Title Company shall provide, at Builder’s expense, an updated Commitment, and copies of restrictions, liens, encumbrances and/or other title matters (if any) not previously approved as a Permitted Exception on the Commitment. If the title as shown on the updated Commitment discloses any new title exception which was created by, through, under or with the consent of Builder, then such new exception shall be deemed to be a Permitted Exception. If, however, title as shown on the updated Commitment discloses any new title exception (if any) which was not disclosed in the initial Commitment and which was not created by, through, under or with the consent of Builder (each, a “Title Defect”), then Transferor shall have five (5) days to cure the Title Defect, failing which Builder shall have the option of: (i) waiving the Title Defect and accepting title as it then stands, in which event the Title Defect shall be deemed to be a Permitted Exception; or (ii) declaring Transferor in default under this Agreement and pursuing its remedies as provided herein. Transferor and Builder shall each execute, acknowledge (if applicable), and/or deliver to Title Company prior to the date of Closing, any customary and reasonable documents pertaining to Closing of the transaction contemplated by this Agreement, and Transferor shall deliver such reasonable documents relating to the Property required by Title Company as a condition to the issuance of the Title Policy.
Condition of Title at Closing. Upon the Closing, Sellers shall sell, transfer and convey to Buyer fee simple title to the Property by duly executed and acknowledged deeds in the forms attached collectively hereto as Exhibit "C" (the "Deeds"), subject only to the Permitted Exceptions. Purchase and Sale Agreement and Joint Escrow Instructions
Condition of Title at Closing. Upon the Closing, Seller shall sell, transfer and convey to Buyer indefeasible fee simple title to the Land and the Improvements thereon by a duly executed and acknowledged limited warranty deed in the form of Exhibit "F" attached hereto (the "Deed"), subject only to the Permitted Exceptions. Prior to Closing, Seller shall not take any action or commit or voluntarily suffer any acts which would give rise to a variance from the current legal description of the Land, or cause the creation of any exception or encumbrance against or respecting the Land without the prior written consent of Buyer, which consent Buyer may withhold in its sole discretion. Nothing in this Section 4.8.3 shall preclude Buyer from disapproving title matters in accordance with the provisions of Section 4.8.2 above.
Condition of Title at Closing. Upon the Closing, IWRA shall transfer, contribute and convey to HBR fee simple title to the Real Property by a duly executed and acknowledged general warranty deed in the form of EXHIBIT "G" attached hereto (the "DEED"), subject only to the Permitted Exceptions. Prior to the Closing, IWRA shall not take any action or commit or suffer any acts that would give rise to a variance from the current legal description of the Real Property, or cause the creation of any exception or encumbrance against or respecting the Real Property without the prior written consent of HBR, which consent may be withheld in HBR's sole and absolute discretion. IWRA shall not directly or indirectly sell, contribute, assign or create any right, title or interest whatsoever in or to the Property, the Gaming License, or the Gaming Equipment, or create or permit to exist thereon any lien, charge or encumbrance other than the applicable Permitted Exceptions, or enter into any agreement to do any of the foregoing, without the prior written consent of HBR (which consent may be granted or withheld in HBR's sole and absolute discretion). Nothing in this Section 4.2.4 shall preclude HBR from disapproving title matters in accordance with the provisions of Section 4.2.3 hereof.
Condition of Title at Closing. Upon Closing, each Seller shall convey each Property to Buyer (or shall cause each Property to be conveyed to Buyer) by (i) with respect to the California Properties, a Grant Deed substantially in the form of Exhibit "B-1" attached hereto and made a part hereof, and with (ii) respect to the Oregon Properties, a Statutory Special Warranty Deed substantially in the form of Exhibit "B-2" attached hereto and made a part hereof (any of which shall hereinafter be known as a "Deed"), executed in recordable form, subject only to the following:
Condition of Title at Closing. At Closing, title to the Properties conveyed shall be good and marketable, free and clear of all liens, judgments and similar encumbrances, leases or other rights of occupancy, other than the following, which shall be permitted exceptions to title that shall not require Seller to take any action (collectively, the “Permitted Exceptions”):
Condition of Title at Closing. Upon the Closing, Seller shall ------------------------------- sell, transfer and convey to Buyer fee simple title to the Real Property by duly executed and acknowledged deeds in the form of Exhibit "H" attached hereto (THE ---------- "DEEDS"), subject only to the applicable Permitted Exceptions. Also, upon the Closing, the Model Leases shall be conveyed to Buyer subject only to the Permitted Exceptions.
Condition of Title at Closing. 5.1 At Closing, Hot Springs Resources agrees: (a) to provide good and merchantable title, free and clear of any and any voluntary or involuntary liens or encumbrances related to or affecting the Assets; (b) to provide a xxxx of sale for the personal property associated with, or used in the production of, the Assets; and (c) to provide recordable assignments for the leasehold and to execute any such documents deemed necessary by Ameriwest to convey good and merchantable title to Ameriwest or its Assignee.
Condition of Title at Closing. Upon the Closing, Bio-Shore shall absolutely and irrevocably sell, transfer, convey, and assign to Buyer all of Bio-Shore's right, title, and interest in and to the Real Property by a duly executed and acknowledged ground lease assignment and assumption in the form of Exhibit I attached hereto (the "Ground Lease Assignment"), subject only to the Permitted Exceptions and the Permitted Ground Lease Matters.
