Title; Condition. It shall be a condition precedent to Tenant’s obligation to proceed to the Closing that, at the Closing, the Title Company shall issue the Title Policy (or a “marked” title commitment) to Tenant insuring, in the full amount of the Purchase Price, Tenant as the fee simple owner of the Premises, subject only to the Permitted Exceptions. If the foregoing condition precedent fails for any reason other than the actions of Tenant, the exercise of this Right of First Offer by Tenant shall, at Tenant’s election, be null and void, in which event (i) the Xxxxxxx Money shall be returned to Tenant, and (ii) this Right of First Offer shall be irrevocably terminated and of no further force and effect. Landlord shall convey the Premises to Tenant subject to any and all liens, claims and encumbrances of record (“Permitted Exceptions”) other than the following: (i) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Landlord; (ii) mechanic’s liens pursuant to a written agreement between the claimant and Landlord; (iii) broker’s liens pursuant to a written agreement between the broker and Landlord and (iv) any other lien securing the payment of money owed by Landlord (the “Mandatory Cure Items”). Landlord shall, at Landlord’s sole cost, cure and remove any Mandatory Cure Items on or prior to the Closing. If Landlord fails to cure and remove (whether by endorsement or otherwise) any Mandatory Cure Items on or prior to the Closing, Tenant may, at its option and as its sole remedy hereunder, at law, in equity or pursuant to the Lease, either (i) terminate its election to exercise this Right of First Offer, in which event the Xxxxxxx Money shall be returned by Landlord to Tenant and this Right of First Offer shall thereafter become forever null and void, or (ii) proceed to close with title to the Premises as it then is with the right to deduct from the Purchase Price the amount reasonably necessary to cure and remove (by endorsement or otherwise, as mutually and reasonably determined by Tenant and Landlord) those Mandatory Cure Items that Landlord has failed to cure and remove.
Title; Condition. Purchaser’s satisfaction with the state of title to the Real Property, in accordance with Section 3.7 below.
Title; Condition. SCN has, or will have at the Closing Date, and will convey to VERO good and marketable title to all of the Purchased Assets subject to no Security Interest. SCN agrees to remove all Security Interests on the Purchased Assets reflected on any search of public records, if any, prior to the Closing Date and to remove any other Security Interest on the Purchased Assets created with respect to the Purchased Assets between the date of such search of public records and the Closing Date.
Title; Condition. Title to the Real Property shall be as provided in Section 3.1 and, assuming Buyer pays the premium in respect thereof, the Title Company shall be irrevocably committed to issue the Owner’s Title Policy to Buyer.
Title; Condition. Buyer’s satisfaction, in its sole discretion, with the state of title to, and the Survey of, the Property pursuant to Section 6(a), including that all monetary obligation Defects shall be paid in full prior to or simultaneously with Closing.
Title; Condition. Section 3(l) of the Disclosure Schedule contains a complete, true and correct list of those assets which are material to the business or operations of OSMC (the "Practice Assets"). OSMC has good and marketable title to all of the Practice Assets subject to no mortgage, pledge, lien, lease, conditional sales agreement, option, right of first refusal or any other encumbrance or charge, including taxes. OSMC agrees to remove all security interests reflected on any search of public records, if any, prior to the Effective Time and remove any other security interest filed with respect to the Practice Assets between the date of such search of public records and the Effective Time.
Title; Condition. Section 3(l) of the Disclosure Schedule contains a complete, true and correct list of those assets which are material to the business or operations of MRS (the "Practice Assets"). MRS has good and marketable title to, or leasehold interests in, all of the Practice Assets. Except as disclosed on Section 3(l) of the Disclosure Schedule, none of the Practice Assets is subject to a contract or other agreement of sale or subject to security interests, mortgages, encumbrances, liens (including income, personal property and other tax liens) or charges of any kind or character. Upon completion of the merger, SCN shall own or lease the Practice Assets free and clear of all liens and encumbrances, except as disclosed in Section 3(l) of the Disclosure Schedule or except as otherwise disclosed elsewhere in this Agreement.
Title; Condition. (a) The Triton Entities have good and marketable title to all of the Purchased Assets. Notwithstanding anything to the contrary contained herein, the Triton Entities hereby confirm that their assets are generally subject to a security interest that has been granted by the Triton Entities and certain of their Affiliates to Chase Manhattan Bank, as administrative agent ("Administrative Agent"), which security interest will be released at or promptly following Closing in accordance with the terms of a release letter reasonably acceptable to Purchaser (the "Lender's Release"). The Triton Entities will at Closing convey to Purchaser good and marketable title to all Purchased Assets, in each case free and clear of any Lien other than Permitted Liens, subject to the recording by Purchaser or its agent after Closing of the releases to be delivered by the Administrative Agent promptly after compliance with the terms of the Lender's Release.
Title; Condition. Each Party to receive title to real property under this Agreement shall have approved the condition of title and the form of title insurance to be issued by the Title Company, in amount of coverage reasonably requested, which approval shall not be unreasonably withheld.
Title; Condition. Section 3(l) of the Disclosure Schedule contains a complete, true and correct list of those assets which are material to the business or operations of ROA (the "Practice Assets"). ROA has good and marketable title to, or leasehold interests in, all of the Practice Assets. Except as disclosed on Section 3(l) of the Disclosure Schedule, none of the Practice Assets is subject to a contract or other agreement of sale or subject to security interests, mortgages, encumbrances, liens (including income, personal property and other tax liens) or charges of any kind or character. Upon completion of the merger, ROA shall own or lease the Practice Assets free and clear of all liens and encumbrances except as disclosed in Section 3(l) of the Disclosure Schedule.
