Common use of Registration and Security Clause in Contracts

Registration and Security. Conditions precedent to closing and release of the purchase price The following has been agreed to ensure secure closing of the transaction pursuant to Section 3-2 and Section 6-9 of the Estate Agency Act: The parties have agreed the following conditions precedent to release of the purchase price: An alienation clause having been registered; The purchaser having paid the purchase price, inclusive of costs, in its entirety; The purchaser having taken possession of the property; The purchaser’s title deed to the property – without any other encumbrances than those agreed by the parties – having been registered; Any lenders to the purchaser having registered any mortgages on the property with the required priority; and Any encumbrances not intended to be included in the transaction having been deregistered. Conditions nos. 5 and 6 shall not prevent the estate agent from initiating closing on the basis of a statement of outstanding debt and adequate deregistration confirmation from the seller’s creditor(s) with mortgages secured on the property. Creditors cannot lay claim to the purchase price in the estate agent’s client account until conditions 1 to 6 for release of the purchase price pursuant to the present agreement have been met, cf. Section 3-2 of the Estate Agency Act and Section 2-2 of the Satisfaction of Claims Act. If the seller has permitted the purchaser to take possession of the property even though part of the purchase price/costs has not been paid, the first part of the closing can nonetheless be completed irrespective of condition no. 2 above. The rest of the closing will in such case take place when the remainder of the purchase price/costs has been paid.