Title Issues. (i) Borrower owns good, indefeasible, marketable and insurable fee simple title to the Premises, free and clear of all liens, other than the Permitted Encumbrances applicable to the Premises, and until the Indebtedness is paid in full Borrower shall not permit any liens (other than the Permitted Encumbrances, any title matters or exceptions approved in writing by Lender subsequent to the date hereof, taxes which are not yet due or delinquent, or any lien that is contested by Borrower in accordance with and subject to paragraph 1(e) of the Mortgage) to attach to the Premises. Borrower has good title to the Premises and has the right to mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the same. There are not now, and until the Indebtedness is paid in full, there will not be any outstanding options or agreements to purchase or rights of first refusal affecting the Premises, except the right of first refusal to purchase as set forth in paragraph 20 of the lease with The Stop & Shop Supermarket Company dated December 21, 2001. The Permitted Encumbrances do not and, until the Indebtedness is paid in full, will not materially and adversely affect (a) the ability of Borrower to pay in full all sums due under the Note or any of its other obligations in a timely manner (b) the use of the Premises for the use currently being made thereof, the operation of the Premises as currently being operated or the value of the Premises, or (c) the value or marketability of the Premises.
Title Issues and Objections Buyer shall be responsible for ordering at Buyers Expense a Title Opinion, title policy or title commitment for an Owner’s Policy of Title Insurance. Buyer shall forward the Title Opinion or Updated Commitment, when received, to Alexander Auctions & Real Estate Sales and Seller. Buyer shall, within fifteen (15) business days following Buyer’s receipt of the Title Opinion or Updated Commitment, notify Alexander Auctions & Real Estate Sales and Seller of Buyer’s written objection(s) to any exceptions that are shown in the Title Opinion or Commitment. Seller shall have 90 days to cure any such objections shown in the Title Opinion or Updated Commitment. In no event shall such objections include the matters waived by this agreement as described herein. In the event, Seller cannot cure the objections that were shown in the Title Opinion or Updated Commitment, Buyer may either terminate this Agreement, as provided herein, or elect to purchase the Property despite its objections. In any event, Buyer’s failure to respond, on or before five (5) days prior to the Closing, shall be deemed conclusive evidence of Buyer’s approval of the condition of title, as shown on the Commitment. In the event Seller cannot cure the objections shown in the Title Opinion or updated Commitment and Seller elects to terminate this Agreement, as provided herein, the xxxxxxx money deposit shall be refunded. If the transaction shall not be closed because of the title objections or refusal of the Seller to perform, then Seller shall pay the Agent the commission and expenses on demand. Failure or refusal of wife or husband of Seller or Buyer to execute deed or mortgage required hereunder shall be deemed default on the part of such Seller or Buyer.
Title Issues. 32 ARTICLE VII FINANCIAL STATEMENTS; OTHER PRIOR DELIVERIES AND PRE-CLOSING DELIVERIES
Title Issues. On or before the Closing Date, Seller (i) shall take all necessary action to (x) cure or resolve any violation of the Planning Act with respect to the Ontario, Canada Property, and (y) record the original leases (or memoranda thereof) with respect to the leased real property located in the following cities and towns: Columbus, Ohio; Houston, Texas; and Lufkin, Texas, (ii) use its best efforts to record the original leases (or memoranda thereof) with respect to Mobile, Alabama; Vacaville, California; Litchfield, Illinois; and Eufala, Alabama.
Title Issues. (i) Borrower owns indefeasible, marketable and insurable fee simple title to the Premises, free and clear of all liens, other than the Permitted Encumbrances applicable to the Premises, and until the Indebtedness is paid in full Borrower shall not permit any liens (other than the Permitted Encumbrances, any title matters or exceptions approved in writing by Lender subsequent to the date hereof, taxes that are not yet due or delinquent, or any lien that is contested by the Borrower in accordance with and subject to paragraph 1(e) of the Deed of Trust) to attach to the Premises. Borrower has the right to mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the same. There are not now, and until the Indebtedness is paid in full, there will not be any outstanding options or agreements to purchase or rights of first refusal affecting the Premises. The Permitted Encumbrances do not and, until the Indebtedness is paid in full, will not materially and adversely affect (a) the ability of Borrower to pay in full all sums due under the Note or any of its other obligations in a timely manner (b) the use of the Premises for the use currently being made thereof, the operation of the Premises as currently being operated or the value of the Premises, or (c) the value or marketability of the Premises.
Title Issues. On or before July 15, 2015 (the “Title Review Deadline”), the City and Frost shall agree upon those matters presently affecting the title to Existing Tower Facilities whereupon such list of permitted exceptions shall be delivered to Weston Urban and attached to this Agreement as Exhibit “M” (the “Permitted Exceptions”). If the City and Frost do not agree upon the Permitted Exceptions on or before the Title Review Deadline (as such deadline may be extended by written agreement among all the Parties with the City Manager acting on behalf of the City), then any of the Parties may terminate this Agreement by delivering notice to the other Parties on or before the expiration of the tenth (10th) Business Day following the Title Review Deadline, whereupon (i) this Agreement and all Ancillary Agreements other than the City Lease Amendment shall terminate, (ii) the City Real Estate Xxxxxxx Money shall be refunded to Weston Urban in accordance with the Deed Escrow Agreement, (iii) the Prepaid Purchase Price Portion shall be refunded to the City in accordance with the Escrow Agreement and the Existing Tower Contract, and (vi) none of the Parties hereto shall have any continuing rights or obligations under this Agreement or under any of the terminated Ancillary Agreements (except as expressly set forth in any Ancillary Agreements) thereafter. If the City and Frost do not agree upon the Permitted Exceptions on or before the Title Review Deadline and no Party elects to terminate this Agreement before the expiration of the tenth (10th) Business Day following the Title Review Deadline, then the City shall be deemed to have accepted as Permitted Exceptions all matters shown on the Schedule B of the most recent title commitment issued to the City in regard to the Existing Tower Facilities prior to the Title Review Deadline. If after the date the Authorizing Ordinance is approved by the San Antonio City Council Frost causes any new matter to affect title to the Existing Tower Facilities that is not included among the Permitted Exceptions or not otherwise consented to by the City and Xxxxx does not cure such matter to the City’s reasonable satisfaction within thirty (30) days following receipt of written notice delivered by the City to Frost and Weston Urban, then the City shall have as its sole remedy for such default, the option of terminating this Agreement by delivering written notice thereof to the other Parties within fifteen (15) days following the expiration of such t...
Title Issues. (a) If any update to the Title Evidence reflects any title exceptions that are not Permitted Exceptions and that Purchaser is not required to accept (the "NON-PERMITTED EXCEPTIONS"), Purchaser shall give written notice thereof to Seller within five (5) Business Days of Purchaser's receipt of such update, but in no event later than the Closing Date, and Seller shall (i) forthwith undertake due diligence to eliminate any and all of the Non-Permitted Exceptions that may be removed by the payment of a liquidated sum of money not in excess of $5,000 (the "REMOVAL AMOUNT"), in the aggregate, and (ii) remove (A) those exceptions willfully caused to be filed of record by Seller and (B) judgments against Seller and any payments required thereby. Seller shall have the right to adjourn the Closing Date, from time to time, up to thirty (30) days in the aggregate to remove/eliminate such exceptions.
Title Issues. (a) Witco has provided true copies of the unsigned title commitments set forth on Schedule 5.3 (collectively, the "Title Commitments") issued by First American Title Insurance Company (the "Title Company"), and related recent surveys, with respect to the owned Facilities used in the operation of the NA Business. Such Title Commitments, until signed, effectively constitute title reports with respect to such Facilities. Buyer shall cause the Title Commitments and surveys to be updated to the Closing, and shall cause to be delivered at the Closing, an owner's policy of title insurance covering the fee title with respect to each owned Facility used in the operation of the NA Business, in an amount equal to at least the portion of the Purchase Price for each such owned Facility and issued by First American Title Insurance Company or such other company as Buyer shall approve in writing at standard rate containing such endorsements as required by Buyer, subject only to the exceptions set forth on Section A of Schedule 5.3; provided, however, that such owners policy of title insurance shall not contain the exceptions set forth on Section B of Schedule 5.3. Buyer shall pay all premiums in connection with such title insurance. At the Closing, Witco shall convey title to each owned Facility used in the operation of the NA Business and the Mapleton Sewer Line pursuant to a limited warranty deed with covenants against grantor's acts or equivalent document.
Title Issues. 14 SECTION 2.6 Customer Remittances .................................... 15 SECTION 2.7
Title Issues. At anytime prior to 10 days before the Closing Date, Purchaser shall have the right to notify Sellers of any title defect or other question regarding the status, use or validity of any Pipeline Easements. Such right shall include the right to request a non-disturbance or ratification instrument from the owner of the MAPCO pipeline with respect to the use of such pipeline or its easements by Producers Service, Incorporated. Sellers shall attempt to diligently address such defect or question prior to the Closing Date. If such defect or question cannot be addressed prior to the Closing Date, then the Sellers and Purchaser shall negotiate, in good faith, an adjustment to the purchase price [based on a per share purchase price of $2.00 per share]. If the Sellers and Purchaser cannot negotiate such adjustment in good faith, then Purchaser shall have the option of terminating this agreement. Sellers represent and warrant that the Pipeline Easements and personal property associated with such easements are not subject to any liens, encumbrances or contracts, except those that are disclosed in writing to Purchaser at least 15 days prior to the Closing Date.
