Common use of CONVEYANCE AND CLOSING Clause in Contracts

CONVEYANCE AND CLOSING. The closing of this sale shall take place at the office of the Title Company or at another mutually agreed location. Seller and Buyer agree to complete the transactions contemplated under this Agreement on or before September 1, 2017 (the “Closing Date”), which date can be extended by a written agreement signed by both parties. Seller shall convey to Buyer, or its assignee or designee, marketable and insurable title to the Real Estate by general warranty deed, the form of which is agreed upon by the parties, free and clear of any encumbrances, and Buyer shall pay the Purchase Price, which shall be released to Seller or its designee, within ten (10) business days from the day the Seller is able to provide a marketable and insurable title (the “Closing”). Upon meeting all conditions of Closing and this Agreement, Buyer shall take immediate possession of the Real Estate, subject to any rights of tenants (“Possession”). Seller shall be responsible for transfer taxes, deed(s) preparation; and shall convey marketable title, except subject to the Permitted Exceptions, to the Real Estate by deed of general warranty in fee simple absolute, free, clear and unencumbered as of the Closing, including but not limited to tenant’s rights to quiet enjoyment of the subject property. This representation and warranty shall survive the Closing. To the extent the Seller receives payments directly from tenants in the Real Estate under this Agreement for the first month’s rent, the Buyer agrees that the Seller shall retain such payments. Any existing encumbrances upon the Real Estate which the Seller is required to remove under this Agreement may be paid and discharged with the Purchase Price at the time of Closing, or if the Buyer elects in writing as a fully integrated amendment to this Agreement, assumed with abatement of the Purchase Price in an amount equal to the encumbrance(s).

CONVEYANCE AND CLOSING. The closing of this sale shall take place at the office of the Title Company or at another mutually agreed location. Seller and Buyer agree to complete the transactions contemplated under this Agreement on or before September 115, 2017 (the “Closing Date”), which date can be extended by a written agreement signed by both parties. Seller shall convey to Buyer, or its assignee or designee, marketable and insurable title to the Real Estate by general warranty deed, the form of which is agreed upon by the parties, free and clear of any encumbrances, and Buyer shall pay the Purchase Price, which shall be released to Seller or its designee, within ten (10) business days from the day the Seller is able to provide a marketable and insurable title (the “Closing”). Upon meeting all conditions of Closing and this Agreement, Buyer shall take immediate possession of the Real Estate, subject to any rights of tenants (“Possession”). Seller shall be responsible for transfer taxes, deed(s) preparation; and shall convey marketable title, except subject to the Permitted Exceptions, to the Real Estate by deed of general warranty in fee simple absolute, free, clear and unencumbered as of the Closing, including but not limited to tenant’s rights to quiet enjoyment of the subject property. This representation and warranty shall survive the Closing. To the extent the Seller receives payments directly from tenants in the Real Estate under this Agreement for the first month’s rent, the Buyer agrees that the Seller shall retain such payments. Any existing encumbrances upon the Real Estate which the Seller is required to remove under this Agreement may be paid and discharged with the Purchase Price at the time of Closing, or if the Buyer elects in writing as a fully integrated amendment to this Agreement, assumed with abatement of the Purchase Price in an amount equal to the encumbrance(s).” TO THE EXTENT NOT AMENDED HEREIN, THE BALANCE OF THE PURCHASE AGREEMENT REMAINS IN FULL FORCE AND EFFECT. AGREED: AHIT Valfre, LLP, a Maryland limited liability partnership, by and through its General Partner, Corix Bioscience, Inc., a Maryland corporation /s/ Xxxx Xxxxxxxxx By: Xxxx Xxxxxxxxx Its: Authorized Director on the Real Estate Committee Date: September 12, 2017 /s/ Xxxxxxx Xxxxx-xxx Yule By: Xxxxxxx Xxxxx-xxx Yule, as Trustee of the Xxxxxxx Xxxxx-xxx Yule and Xxxxxx Xxxxx Yule Family Trust, March 27 2009 Date: September 12, 2017

CONVEYANCE AND CLOSING. The At the time of closing of this sale shall take place at the office of the Title Company or at another mutually agreed location. Seller and Buyer agree to complete the transactions contemplated under this Agreement on or before September 1, 2017 Option: ---------------------- (the “Closing Date”), which date can be extended by a written agreement signed by both parties. Seller i) Landlord shall convey to Buyer, or its assignee or designeeTenant good, marketable and insurable indefeasible title to the Real Estate Property by general warranty deed, the in form of which is agreed upon by the partiesacceptable to Tenant, free and clear of any all liens, claims and encumbrances, and Buyer shall pay subject only to taxes for the Purchase Priceyear during which the closing occurs, which prorated to the date of such closing date, and to those matters shown on Schedule B of the Title Commitment attached hereto and made a part hereof as Exhibit G (the "Permitted Exceptions"). At the time of closing Tenant shall be released to Seller or its designee, within ten (10) business days from provided an ALTA standard form Owner's Policy of Title Insurance issued by the day the Seller is able to provide a marketable and insurable title (the “Closing”). Upon meeting all conditions of Closing and this Agreement, Buyer shall take immediate possession of Title Company covering the Real EstateProperty and the Premises in the amount of $5,600,000.00, insuring good, marketable, and indefeasible title to the Property in favor of Tenant, free and clear of all liens and encumbrances, and subject to any rights of tenants (“Possession”). Seller shall be responsible for transfer taxes, deed(s) preparation; and shall convey marketable title, except subject only to the Permitted Exceptions. Within fifteen (15) days of the Exercise Notice, Landlord, at its sole cost and expense shall provide to Tenant an updated Title Commitment issued by the Title Commitment, confirming the current liens, encumbrances, claims and other matters of record affecting the Real Estate by deed of general warranty in fee simple absolute, free, clear Property. Landlord hereby represents and unencumbered warrants to Tenant that as of the Closingdate of this Agreement the Real Property is subject a first lien mortgage in favor of National City Bank, including but not limited Northeast, a national banking association (the "Mortgage Lender"), securing the payment of that certain promissory note in the original principal amount of Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00; the "Loan"), signed by Landlord and payable to tenant’s rights to quiet enjoyment the Mortgage Lender. As of the subject propertydate of this Lease the unpaid principal balance of the Loan is $3,500,000.00 (the "Principal Balance"). This representation Landlord hereby covenants and warranty shall survive agrees that during the Closing. To term of the extent the Seller receives payments directly from tenants Option, that Landlord will not mortgage, pledge, hypothecate, transfer, xxxxx x xxxx in or further encumber the Real Estate under this Agreement for the first month’s rentProperty, the Buyer agrees and that the Seller indebtedness secured thereby shall retain such payments. Any existing encumbrances upon the Real Estate which the Seller is required to remove under this Agreement may never be paid and discharged with the Purchase Price at the time of Closing, or if the Buyer elects in writing as a fully integrated amendment to this Agreement, assumed with abatement of the Purchase Price in an amount equal to the encumbrance(s)greater than $3,500,000.00.

CONVEYANCE AND CLOSING. The closing of this sale shall take place at the office of the Title Company or at another mutually agreed location. Seller and Buyer agree to complete the transactions contemplated under this Agreement on or before September 1, 2017 (the “Closing Date”), which date can be extended by a written agreement signed by both parties. Seller shall convey to Buyer, or its assignee or designee, marketable and insurable title to the Real Estate by general warranty deed_______________________ deed with release of dower right, the form of which is agreed upon by the partiesif any, SUBJECT TO THE MATTERS SHOWN ON THE COMMITMENTS FOR TITLE INSURANCE PROVIDED TO BIDDERS PRIOR TO THE SALE AND SUBJECT TO THE RIGHTS OF THE TENANTS, if any, under existing leases and state law. Title shall be free and clear unencumbered as of any Closing Date, except for matters referred to in the preceding sentence and restrictions and easements of record and except the following assessments (certified or otherwise): If title to all or part of the real estate is unmarketable, as determined by Ohio law with reference to the Ohio State Bar Association’s Standards of Title Examination or is subject to liens, encumbrances, and easements, conditions, restrictions or encroachments other than those excepted above, Buyer shall pay must notify the Purchase Price, which shall be released to Seller or its designee, within Seller’s Broker in writing of the objection to the title no less than ten (10) business calendar days from prior to the day Closing Date. Upon receipt of Buyer’s written notice of an objection permitted herein, the Seller is able to provide a marketable and insurable shall, within (30) calendar days, remedy or remove any such defect, lien, encumbrance, easement, condition, restriction or encroachment, or obtain title (the “Closing”)insurance without exception therefor. Upon meeting all conditions The date of Closing and this Agreement, Buyer shall take immediate possession of the Real Estate, subject to any rights of tenants (“Possession”). Seller closing shall be responsible for transfer taxes, deed(s) preparation; and shall convey marketable title, except extended to the extent necessary to accommodate Seller’s efforts to remedy or remove items subject to the Permitted Exceptionsobjection. Failure of the Seller to cure the Buyer’s objection shall result in the termination of this Contract. Seller is not obligated to incur any expense in curing Buyer’s objection, in the event that the cure of the objection will subject the Seller to additional expense, Seller shall have the option to either cure the objection at Seller’s expense or to terminate the Contract by delivering a written Notice of Termination to the Real Estate by deed Buyer or Buyer’s Broker. Xxxxx’s failure to object as permitted herein constitutes a waiver of general warranty in fee simple absolute, free, clear and unencumbered as of the Closing, including but not limited Buyer’s right to tenant’s rights to quiet enjoyment of the subject property. This representation and warranty shall survive the Closing. To the extent the Seller receives payments directly from tenants in the Real Estate under this Agreement for the first month’s rent, the Buyer agrees that the Seller shall retain such payments. Any existing encumbrances upon the Real Estate which the Seller is required to remove under this Agreement may be paid and discharged with the Purchase Price at the time of Closing, or if the Buyer elects in writing as a fully integrated amendment to this Agreement, assumed with abatement of the Purchase Price in an amount equal to the encumbrance(s)object.