Sale of Property and Acceptable Title Sample Clauses

Sale of Property and Acceptable Title. Section 1.01 Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price and subject to and upon the terms and conditions set forth in this Contract, all right, title and interest of Seller, if any, in and to the following (collectively, the “Property”): (a) that certain real property commonly known as 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx and more particularly described on Schedule 1.01 (the “Land”); (b) all buildings and improvements situated on the Land (the “Building”); (c) the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) any appurtenances (including, without limitation, air rights and development rights), or easements of any kind whatsoever relating to the Land and the Building; (e) the fixtures and equipment owned by Seller (i) attached to and/or located in the Building and/or (ii) appurtenant to the Building that are necessary for the proper operation of the Building; (f) to the extent transferable, all warranties, guaranties, building permits, certificates of occupancy and all other government licenses, authorizations and approvals issued to or held by Seller with respect to the operation of the Land and the Building (collectively, the “Licenses and Permits”); (g) the Leases, together with any security deposits, lease guarantees, letters of credit and other rights related thereto, other than arrearages of rent as of the Closing Date; (h) the Assumed Service Contracts, and (i) all personal property existing on the Closing Date and located on the Land and the Building, including, without limitation, any and all supplies, tools, furniture, furnishings, fittings, appliances, shades, wall-to-wall carpet, draperies, screens, art, awnings, plans, shrubbery, vending machines and other furnishings or items of personal property owned by the Seller and used in connection with the operation or maintenance of the Land and the Building (collectively, the “Personal Property”); but excluding (I) all proprietary property management processes, proprietary appraisals, proprietary computer software and related
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Sale of Property and Acceptable Title 
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Related to Sale of Property and Acceptable Title

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddxx Xxx; (x) shxxx xxxe a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Conveyance of Transferred Assets In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Transferred Assets, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

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