Title; Additional Documents Clause Samples

Title; Additional Documents. At the Closing, Sellers shall transfer and convey to Buyer good title to all of the Sale Assets free and clear of any Liens except Permitted Liens. Sellers shall execute or cause to be executed such documents, in addition to those delivered at the Closing, as may be necessary to confirm in Buyer such title to the Sale Assets and to carry out the purposes and intent of this Agreement, which documents shall be in a form reasonably acceptable to Buyer and Sellers. Buyer shall execute or cause to be executed such documents, in addition to those delivered at Closing, as may be necessary to confirm Buyer's assumption of the Assumed Obligations, which documents shall be in a form reasonably acceptable to Buyer and Sellers.

Title; Additional Documents. At the Closing, Seller shall transfer and convey to Buyer good and indefeasible fee simple title to the Property, free and clear of any Liens except Permitted Exceptions and Permitted Liens. At the Closing, all warranties and guaranties, to the extent in existence and assignable or transferable, relating to the Property shall be transferred by Seller to, and shall be held and owned by, Buyer. The acceptance of the deed by the Buyer or its nominee as the case may be, shall be deemed to be a full performance and discharge of Sellers obligations hereunder with regard to delivery of Title to the Property as required by this Agreement.

Title; Additional Documents. At the First Closing, the Facility Owners of the First Closing Facilities shall own the Owned Assets free and clear of any Liens except Permitted Exceptions and the Senior Financing. At the First Closing, all warranties and guaranties relating to the First Closing Facilities shall be held and owned by the Facility Owners, other than Sunrise Rochester but including Sunrise New Rochester, but will be transferred to the Joint Venture. At the Future Closing, the Facility Owners of the Future Closing Facilities shall own the Owned Assets free and clear of any Liens except Permitted Exceptions and the Senior Financing. At the Future Closing, all warranties and guaranties relating to the Future Closing Facilities shall be held and owned by the Facility Owners, but will be transferred to the Joint Venture. Sunrise shall execute or cause to be executed such documents, in addition to those delivered at the applicable Closing, as may be necessary to confirm in Investor good and marketable title to the Interests and to carry out the purposes and intent of this Agreement, to include the issuance of a title policy with the customary zoning endorsement. Investor shall execute or cause to be executed such documents, in addition to those delivered at the applicable Closing as may be necessary to confirm Investor's status as a member of the Joint Venture.

Title; Additional Documents. At the Closing pursuant to the due exercise of the Option, Seller shall transfer and convey to Buyer good and marketable title to all of the Sale Assets free and clear of any Liens except Permitted Liens. Seller shall execute or cause to be executed such documents, in addition to those delivered at the Closing, as may be necessary to confirm in Buyer such title to the Sale Assets and to carry out the purposes and intent of this Agreement. Buyer shall execute or cause to be executed such documents, in addition to those delivered at Closing as may be necessary to confirm Buyer's assumption of the Assumed Obligations.

Title; Additional Documents. At each Closing, the applicable Facility Owners shall own the Owned Assets free and clear of any Liens except Permitted Exceptions and the Senior Financing. At each Closing, all warranties and guaranties relating to the Facilities subject to such Closing shall be held and owned by the Facility Owners, but will be transferred to the Joint Venture pursuant to an Assignment of Warranties and Guaranties to be executed at each Closing. Sunrise shall execute or cause to be executed such documents, in addition to those delivered at the applicable Closing, as may be necessary to confirm in the Joint Venture good and marketable leasehold title to the Facilities and to carry out the purposes and intent of this Agreement, to include the issuance of a title policy with the customary zoning endorsement.

Title; Additional Documents. Except to the extent already effected pursuant to either the Chicago TBA or Phoenix TBA, at the Closing, each Transferring Party will transfer and convey to the Recipient Party good (and, in the case of fee simple real property, marketable) title to all of the Exchange Assets of the Transferring Party free and clear of any Liens, except (i) Permitted Liens and (ii) any Liens on the interest of each owner or other party through which the Transferring Party directly or indirectly derives its interest as lessee or sublessee under any lease or sublease included in the Transferring Party’s Exchange Assets. Each Transferring Party will, upon request of the Recipient Party, execute or cause to be executed such documents, in addition to those delivered at the Closing or in connection with either the Chicago TBA or Phoenix TBA, that are necessary to confirm in the Recipient Party such title to the Exchange Assets of the Transferring Party and to carry out the purposes and intent of this Agreement, which documents will be in a form reasonably acceptable to the Transferring Party and the Recipient Party. Each Recipient Party will execute or cause to be executed such documents, in addition to those delivered at the Closing or in connection with either the Chicago TBA or Phoenix TBA, that are necessary to confirm the Recipient Party’s assumption of the Recipient Party’s Assumed Obligations, which documents will be in a form reasonably acceptable to the Transferring Party and the Recipient Party.

Title; Additional Documents. The applicable Facility Owners shall own the Owned Assets free and clear of any Liens except Permitted Exceptions and the Senior Financing. All warranties and guaranties relating to the Facilities shall be transferred to the Joint Venture on the Closing Date. Sunrise shall execute or cause to be executed such documents as may be necessary to confirm in the Joint Venture good and marketable title to the Facilities and to carry out the purpose and intent of this Agreement, including the issuance of a title policy with the customary zoning endorsement.

Title; Additional Documents. At the Closing, the Facility Owners shall own the Owned Assets free and clear of any Liens except Permitted Exceptions and the Fred▇▇▇ ▇▇▇ Loans. At the Closing, all warranties and guaranties relating to the Facilities shall be held and owned by the Facility Owners. SALII, Facility Owners and/or their Affiliates shall execute or cause to be executed such documents, in addition to those delivered at the Closing, as may be necessary to confirm in SHP good and marketable title to the Interests and to carry out the purposes and intent of this Agreement. SHP, and/or its Affiliates, shall execute or cause to be executed such documents, in addition to those delivered at Closing as may be necessary to confirm SHP's, or such Affiliates,' assumption of the Owner Obligations.

Title; Additional Documents. At the Closing, Seller shall transfer and convey to Buyer good and marketable title to the Interests free and clear of any Liens except Permitted Exceptions. At the Closing, all warranties relating to the Facilities shall be held and owned by the Facility Owners. At and