Common use of Title and Possession Clause in Contracts

Title and Possession. a. Landlord covenants, represents and warrants to Tenant as follows: (i) that Landlord owns or shall acquire fee simple title to the Leased Premises; (ii) that Landlord has the full right, power and authority, without the consent or approval of any other party, to enter into this Lease and perform the obligations on the part of the Landlord to be kept and performed; (iii) that said entire property comprising the Leased Premises is now and shall be as of the date of the recording of a Memorandum of this Lease as below defined, free and clear of all liens, encumbrances and restrictions, except for those items set forth on Exhibit “E” attached hereto and made a part hereof; and (iv) that upon Tenant paying the rents and keeping the agreements of this Lease on its part to be kept and performed, Tenant shall have peaceful and uninterrupted possession of the entire Leased Premises during the Term of this Lease; it being understood, however, that Landlord shall not be responsible for the acts or omissions of any third party which may interfere with Tenant’s use and enjoyment of the Premises unless caused by the gross negligence or willful misconduct of Landlord or in the event that the Landlord has failed to enforce the Tenant’s rights under Article 7. Landlord, at Landlord’s expense, shall also furnish Tenant evidence of Landlord’s title and the status thereof as of the date hereof and as of the date of the recordation of the memorandum. Such evidence shall be in form and substance reasonably satisfactory to Tenant and shall include, among other things, evidence that the Leased Premises is properly zoned for general retail use. Landlord warrants and represents to Tenant that no encumbrance or restriction imposed upon the Leased Premises, whether or not described in this Section (a), shall impair or restrict any right granted to Tenant or derived by Tenant under this Lease, and Landlord does hereby indemnify, defend and hold Tenant harmless from and against all claims, actions, damages, loss, cost and expense (including without limitation attorneys fees and court costs) resulting directly or indirectly from the breach of the foregoing warranty and representation. Landlord shall also provide Tenant with an as-built survey of the Leased Premises drawn per ALTA standards and certified to Tenant within thirty (30) days after Tenant’s acceptance of possession of the Leased Premises.

Title and Possession. a. Landlord covenantsThe Seller will keep legal title to the Property until the Buyer has elected to convert this Agreement of Sale to a Purchase Money Mortgage (the form and content of which shall be consistent with the terms and provisions contained in this Agreement of Sale and are otherwise acceptable to the Seller) as provided for above or until the Buyer has paid the full purchase price and kept all of the promises and agreements contained in this Agreement. Unless the Buyer is in default under this Agreement, represents as default is defined below, or unless the Seller and warrants Buyer agree otherwise, from the date of recording of this Agreement and afterward the Buyer shall be entitled to Tenant possession of the Property and to have all of the other rights and benefits which the laws of the State of Hawaii give to a property owner, except as may be expressly limited under this Agreement of Sale. When the Buyer has elected to convert this Agreement of Sale to a Purchase Money Mortgage as provided for above or when the Buyer has paid the full purchase price and kept and performed all of the promises and agreements contained in this Agreement, the Seller will give the legal title to the Buyer. The Seller will do this by delivering to the Escrow Agent selected by the Seller a proper document of conveyance containing the usual warranties of title. The Seller will also provide, if they are necessary, any consents which must be recorded with the document of conveyance. Unless stated otherwise in this Agreement, the title to the property will be free of all claims by other persons except for any claims which will have been put on the Property by the Buyer after the date of this Agreement or as shown on Exhibit "A". When requested by the Buyer, the Seller will also provide, at Buyer=s expense, a certificate from a reputable title company insuring or certifying that the Buyer will have clear title to the Property. The Buyer may, at the Buyer's expense, obtain a certificate of title or title insurance policy protecting his title. A new escrow shall used by the Seller and Buyer to accomplish the satisfaction of this Agreement of Sale in the manner provided for above with the Escrow Agent to either be the same as the Escrow Agent that handled the preparation and execution of this Agreement of Sale or as may be selected by the Seller. The Escrow Agent’s fees and costs, except as provided otherwise above, will be shared equally by the Seller and the Buyer. Buyer shall pay any costs for a title update and the recording of the document of conveyance. Seller shall pay for the cost of drafting the conveyance document. SELLER'S PROMISES: Seller promises and agrees with the Buyer as follows: (i) that Landlord owns or shall acquire fee simple title to Quiet Possession: As long as the Leased Premises; (ii) that Landlord has Buyer makes the full right, power and authority, without the consent or approval of any other party, to enter into this Lease and perform the obligations payments on the part purchase price as required by this Agreement and keeps and performs all of the Landlord to be kept promises and performed; (iii) that said entire property comprising agreements contained in this Agreement, the Leased Premises is now and shall be as of the date of the recording of a Memorandum of this Lease as below defined, free and clear of all liens, encumbrances and restrictions, except for those items set forth on Exhibit “E” attached hereto and made a part hereof; and (iv) that upon Tenant paying the rents and keeping the agreements of this Lease on its part to be kept and performed, Tenant Buyer shall have peaceful and uninterrupted quiet possession of the entire Leased Premises during the Term of this Lease; it being understoodProperty and no other person, howeverunless they are described in Exhibit "A" or as otherwise agreed to herein, that Landlord shall not be responsible for the acts or omissions of any third party which may interfere with Tenant’s use and enjoyment of the Premises unless caused make a claim based on some act by the gross negligence Buyer or willful misconduct of Landlord or claim some right in the event Property given to them by the Buyer, will make any claim against the property. If any other person does make a claim against the property, the Seller will defend against that claim and do whatever else is necessary to protect the Landlord has failed to enforce the Tenant’s Buyer's rights under Article 7. Landlord, at Landlord’s expense, shall also furnish Tenant evidence of Landlord’s title and the status thereof as of the date hereof and as of the date of the recordation of the memorandum. Such evidence shall be in form and substance reasonably satisfactory to Tenant and shall include, among other things, evidence that the Leased Premises is properly zoned for general retail use. Landlord warrants and represents to Tenant that no encumbrance or restriction imposed upon the Leased Premises, whether or not described in this Section (a), shall impair or restrict any right granted to Tenant or derived by Tenant under this Lease, Agreement and Landlord does hereby indemnify, defend and hold Tenant harmless from and against all claims, actions, damages, loss, cost and expense (including without limitation attorneys fees and court costs) resulting directly or indirectly from in the breach of the foregoing warranty and representationProperty. Landlord shall also provide Tenant with an as-built survey of the Leased Premises drawn per ALTA standards and certified to Tenant within thirty (30) days after Tenant’s acceptance of possession of the Leased Premises.BUYER'S PROMISES:

Title and Possession. a. 18. (a) Landlord covenants, represents and warrants to Tenant as follows: (i) that Landlord owns or shall has entered into a contract to acquire fee simple legal title to the Leased Premises; (ii) that Landlord Premises and has the full right, power and authority, without the consent or approval of any other party, right to enter into this Lease and perform the obligations on the part of the Landlord to be kept and performed; (iii) Lease, that said entire property comprising the Leased Premises is now and shall be as of the date of the Tenant's recording of a Memorandum of this Lease and a Ratification Agreement as below defined, defined free and clear of all liens, encumbrances and restrictions, except for those items set forth on Exhibit “"E” " attached hereto and made a part hereof; , none of which shall interfere with any of Tenant's rights under this Lease, and (iv) that upon Tenant paying the rents and keeping the agreements of this Lease on its part to be kept and performed, Tenant shall have peaceful and uninterrupted possession of the entire Leased Premises during the Term continuance of this Lease; it being understood. Upon acquisition of fee title, however, that Landlord shall not be responsible for the acts or omissions of any third party which may interfere with Tenant’s use and enjoyment of the Premises unless caused by the gross negligence or willful misconduct of Landlord or execute an agreement in the event that the form attached hereto as Exhibit 7", ratifying and adopting this Lease ("Ratification Agreement"). Landlord has failed shall deliver to enforce the Tenant’s rights under Article 7. Landlord, at Landlord’s 's cost and expense, shall also furnish not later than fourteen (14) days prior to the Initial Term, a current ALTA leasehold policy of title insurance, together with such endorsements that Tenant evidence may reasonably require, issued by a title insurance company of Tenant's choice insuring Landlord’s title 's fee ownership, Tenant's leasehold estate and the status thereof as easements referenced in Article 7 hereof, in an amount not less than $1,000,000.00, unless the title insurance guidelines for the State of the date hereof and as of the date of the recordation of the memorandum. Such evidence shall be Texas require a higher amount in form and substance reasonably satisfactory to Tenant and shall include, among other things, evidence that the Leased Premises is properly zoned for general retail use. Landlord warrants and represents to Tenant that no encumbrance or restriction imposed upon the Leased Premises, whether or not described in subject only to this Section (a)Lease and such other covenants, restrictions and encumbrances as Tenant may approve. Such title insurance policy shall impair or restrict any right granted to Tenant or derived by Tenant under this Lease, and Landlord does hereby indemnify, defend and hold Tenant harmless from and against all claims, actions, damages, loss, cost and expense (including without limitation attorneys fees and court costs) resulting directly or indirectly from the breach be effective as of the foregoing warranty recordation date of a Memorandum of Lease and representationRatification Agreement. Landlord shall also provide Tenant with an as-built survey of the Leased Premises drawn per ALTA standards and certified to Tenant within thirty (30) days after Tenant’s acceptance of possession of the Leased Premises.

Title and Possession. a. 18. (a) Landlord covenants, represents and warrants to Tenant as follows: (i) that Landlord owns or shall has entered into a contract to acquire fee simple legal title to the Leased Premises; (ii) that Landlord Premises and has the full right, power and authority, without the consent or approval of any other party, right to enter into this Lease and perform the obligations on the part of the Landlord to be kept and performed; (iii) Lease, that said entire property comprising the Leased Premises is now and shall be as of the ft date of the Tenant's recording of a Memorandum of this Lease and a Ratification Agreement as below defined, defined free and clear of all liens, . encumbrances and restrictions, except for those items set forth on Exhibit “"E” " attached hereto and made a part hereof; , none of which shall interfere with any of Tenant's rights under this Lease, and (iv) that upon Tenant paying the rents and keeping the agreements of this Lease on its part to be kept and performed, Tenant shall have peaceful and uninterrupted possession of the entire Leased Premises during the Term continuance of this Lease; it being understood. Upon acquisition of fee xxxxxx, however, that Landlord shall not be responsible for the acts or omissions of any third party which may interfere with Tenant’s use and enjoyment of the Premises unless caused by the gross negligence or willful misconduct of Landlord or execute an agreement in the event that the form attached hereto as Exhibit 'F", ratifying and adopting this Lease ("Ratification Agreement'). Landlord has failed shall deliver to enforce the Tenant’s rights under Article 7. Landlord, at Landlord’s 's cost and expense, shall also furnish not later than fourteen (14) days prior to the Initial Term, a current ALTA leasehold policy of title insurance, together with such endorsements that Tenant evidence may reasonably require, issued by a title insurance company of Tenant's choice insuring Landlord’s title 's fee ownership, Tenant's leasehold estate and the status thereof as easements referenced in Article 7 hereof, in an amount not less then $1,000,000.00, unless the title insurance guidelines for the State of the date hereof and as of the date of the recordation of the memorandum. Such evidence shall be Texas require a higher amount in form and substance reasonably satisfactory to Tenant and shall include, among other things, evidence that the Leased Premises is properly zoned for general retail use. Landlord warrants and represents to Tenant that no encumbrance or restriction imposed upon the Leased Premises, whether or not described in subject only to this Section (a)Lease and such other covenants, restrictions and encumbrances as Tenant may approve. Such title insurance policy shall impair or restrict any right granted to Tenant or derived by Tenant under this Lease, and Landlord does hereby indemnify, defend and hold Tenant harmless from and against all claims, actions, damages, loss, cost and expense (including without limitation attorneys fees and court costs) resulting directly or indirectly from the breach be effective as of the foregoing warranty recordation date of a Memorandum of Lease and representationRatification Agreement. Landlord shall also provide Tenant with an as-built survey of the Leased Premises drawn per ALTA standards and certified to Tenant within thirty (30) days after Tenant’s acceptance of possession of the Leased Premises.

Title and Possession. a. Landlord Sublandlord covenants, agrees and represents that (a) it has full right and warrants to Tenant as follows: (i) that Landlord owns or shall acquire fee simple title to the Leased Premises; (ii) that Landlord has the full right, power and authority, without the consent or approval of any other party, authority to enter into this Sublease for the full Term hereof, that to the best of Sublandlord’s knowledge after reasonable inquiry and investigation, Sublandlord is not in default under the Prime Lease (and to the best of Sublandlord’s knowledge, after reasonable inquiry and investigation there exists no event which would constitute an Event of Default under the Prime Lease but for the giving of any required notice and passage of any applicable grace or cure period), (b) the person or persons executing this Sublease for Sublandlord are fully authorized to so act and no other action is required to bind Sublandlord to this Sublease; (c) Sublandlord has the right and power to execute and deliver this Sublease and to perform its obligations hereunder, subject only to the Prime Landlord’s consent thereto and (d) this Sublease constitutes the legal, valid and binding agreement of Sublandlord and is enforceable in accordance with its terms and that Subtenant, subject to the provisions of the Prime Lease and perform the obligations on the part of the Landlord to be kept and performed; (iii) that said entire property comprising the Leased Premises is now and shall be as of the date of the recording of a Memorandum of this Lease as below defined, free and clear of all liens, encumbrances and restrictions, except for those items set forth on Exhibit “E” attached hereto and made a part hereof; and (iv) that upon Tenant paying the rents and other sums provided herein and upon performing the duties, covenants, agreements and obligations hereof and upon keeping and obeying all of the agreements of this Lease on its part to be kept restrictions, conditions and performedprovisions hereof, Tenant shall have peaceful will have, hold and uninterrupted enjoy quiet possession of the entire Leased Premises during Subleased Premises, free from claims of persons claiming by or through Sublandlord for the Term herein granted but subject to all of the duties, covenants, agreements, obligations, restrictions, conditions and provisions set forth or incorporated herein. Sublandlord, as of the Effective Date, has not received written notice of any mechanic’s liens charged against the Premises. During the Term of this Lease; it being understoodSublease, however, that Landlord shall the Sublandlord agrees not be responsible for to amend or modify the acts Prime Lease in such a manner as to increase Subtenant’s obligations under this Sublease or omissions of any third party which may interfere with Tenant’s use and enjoyment of the Premises unless caused by the gross negligence or willful misconduct of Landlord or in the event that the Landlord has failed to enforce the Tenantadversely impact Subtenant’s rights under Article 7this Sublease without prior written notice to and reasonable approval by Subtenant. LandlordDuring the Term of this Sublease, at Landlord’s expenseSublandlord shall not voluntarily terminate the Prime Lease with respect to the Subleased Premises, shall also furnish Tenant evidence of Landlord’s title and nor will Sublandlord knowingly act or knowingly fail to act in such a manner as to cause the status thereof as termination of the date hereof and as of Prime Lease. Notwithstanding the date of foregoing, if the recordation of Prime Lease is terminated for any reason whatsoever during the memorandum. Such evidence Term, this Sublease shall be in form and substance reasonably satisfactory to Tenant and shall include, among other things, evidence that the Leased Premises is properly zoned for general retail use. Landlord warrants and represents to Tenant that no encumbrance or restriction imposed upon the Leased Premises, whether or not described in this Section (a), shall impair or restrict any right granted to Tenant or derived by Tenant under this Lease, and Landlord does hereby indemnify, defend and hold Tenant harmless from and against all claims, actions, damages, loss, cost and expense (including without limitation attorneys fees and court costs) resulting directly or indirectly from the breach of the foregoing warranty and representation. Landlord shall also provide Tenant with an as-built survey of the Leased Premises drawn per ALTA standards and certified to Tenant within thirty (30) days after Tenant’s acceptance of possession of the Leased Premisesterminate simultaneously therewith.