Possession; Condition Clause Samples
The 'Possession; Condition' clause defines the terms under which possession of a property is transferred and the required state or condition of the property at the time of transfer. Typically, this clause specifies when the buyer is entitled to take possession—such as at closing—and outlines expectations for the property's cleanliness, repair status, or removal of personal items. Its core function is to ensure that both parties have a clear understanding of when possession changes hands and what physical condition the property must be in, thereby preventing disputes and ensuring a smooth transition.
Possession; Condition. Full right, title, and possession of the Property is to be delivered at the Closing. Grantor shall deliver the Equipment in good, safe, and operable condition. The Grantee may, but shall not be obligated to, inspect the Property prior to Closing in order to determine whether the condition thereof complies with the terms of this Agreement.
Possession; Condition. RMT acknowledges that, as of the Effective Time, it has taken exclusive possession of the Inventory from Green at RMT's Bowling Green, Ohio facility, located at 1032 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇d RMT has accepted possession thereof. RMT further acknowledges that it has inspected the Inventory, and that each item of Inventory conforms in all respects to the description thereof set forth on Schedule 1, and meets the Inventory Condition Standard, as hereinafter defined. For purposes of this Agreement, the "Inventory Condition Standard" means that the subject Inventory is merchantable and in good condition and in all respects satisfactory.
Possession; Condition. Seller shall transfer possession of the Property to Buyer on the Closing Date and in the following condition: On the Closing Date, (a) all owners, tenants, lessees and other occupants shall have fully and finally vacated the Property and shall have removed all of their respective personal property, furnishings, trade fixtures and similar equipment therefrom, and shall have repaired all damage to the Property resulting from the removal of same; and (b) the Property shall be in broom swept condition and free of debris; and (c) the Shell Improvements shall be Complete.
Possession; Condition. Landlord covenants and agrees to deliver exclusive possession of the entire Leased Premises to Tenant on the Commencement Date. Tenant acknowledges that it has inspected the Leased Premises and agrees to accept possession of the Leased Premises in its “As-Is/Where Is/With All Faults” condition, without any obligation on the part of Landlord to make any alterations, decorations, installations or improvements. Tenant acknowledges that Landlord has made no representations with respect to the Leased Premises or the Premises. Notwithstanding the foregoing, nothing in this Lease shall be deemed to release, limit or waive any representations or warranties of Landlord set forth in that certain Asset Purchase Agreement, by and among MGX Equipment Services, LLC and Landlord, dated [●], 2021 (the “Asset Purchase Agreement”).
Possession; Condition. The Secured Party (or the applicable Seller) is not required to deliver possession of a Business Location to the Debtor unless and until the applicable Promissory Note, this Agreement, the Personal and Corporate Guaranty and the UCC-1 financing statement covering inventory have been executed and filed before the Debtor receives possession, and the UCC-1 financing statement(s) covering the equipment, fixtures, and fixed assets have been filed before the Debtor receives possession or, if the Secured Party elects to rely on the statutory twenty (20) day purchase-money priority period, are in proper form for filing before possession and are filed within twenty (20) days after the Debtor receives possession. These conditions are in addition to, and not in lieu of, the conditions to delivery of possession set forth in Sections 1.2.3 and 1.2.5 of the APA.
Possession; Condition. Sublandlord covenants and agrees to deliver exclusive possession of the entire Subleased Premises to Subtenant on the Commencement Date. Subtenant acknowledges that it has inspected the Subleased Premises and agrees to accept possession of the Subleased Premises in its “As-Is/Where Is/With All Faults” condition, without any obligation on the part of Sublandlord to make any alterations, decorations, installations or improvements. Subtenant acknowledges that Sublandlord has made no representations with respect to the Subleased Premises or the Premises and Sublandlord shall not be deemed to be providing to Subtenant any of the representations or warranties provided by Prime Landlord to Sublandlord under the Prime Lease.
Possession; Condition. Until default, Debtor may retain possession of its portion of the Collateral and use it in any lawful manner not inconsistent with either the Debtor's obligations herein or the terms and conditions of any policy of insurance thereon. Debtor agrees to keep its portion of the Collateral in good condition and repair, reasonable wear and tear excepted, and will permit Secured Party or its agents to inspect Debtor's portion of the Collateral at any time. Until default, Parent may retain possession of, but may not in any form or manner sell, transfer, assign, pledge, hypothecate or in any form or manner encumber its portion of the Collateral.
Possession; Condition. Sublandlord covenants and agrees to deliver exclusive possession of the entire Subleased Premises to Subtenant on the Commencement Date. Subtenant acknowledges that it has inspected the Subleased Premises and agrees to accept possession of the Subleased Premises in its “As-Is/Where Is/With All Faults” condition, without any obligation on the part of Sublandlord to make any alterations, decorations, installations or improvements. Subtenant acknowledges that Sublandlord has made no representations with respect to the Subleased Premises or the Premises and Sublandlord shall not be deemed to be providing to Subtenant any of the representations or warranties provided by Prime Landlord to Sublandlord under the Prime Lease. Notwithstanding the foregoing, nothing in this Sublease shall be deemed to release, limit or waive any representations or warranties of Sublandlord set forth in that certain Asset Purchase Agreement, by and among MGX Equipment Services, LLC and Sublandlord, dated [●], 2021 (the “Asset Purchase Agreement”).