Xxxxxxxxxx of Title and Delivery of Possession Sample Clauses

Xxxxxxxxxx of Title and Delivery of Possession. Landlord and Xxxxxx agree to perform all acts and execute all documents necessary for conveyance in sufficient time for the Premises and Improvements thereon (including all of Landlord’s interest in this Lease) to be conveyed to Tenant, or Xxxxxx’s designee, within ninety (90) days after delivery of the Option Notice, but in no event later than the expiration of the Term. Xxxxxxxx’s entire interest in the Premises (including any rights or claims with respect to any pending condemnation and any rights or claims with respect to property insurance proceeds) shall be conveyed by special warranty deed, in the form attached hereto as Exhibit H (the “Special Warranty Deed”). The Premises shall be conveyed subject only to the Permitted Encumbrances and any additional encumbrances permitted pursuant to Sections 1.2 or 7.5. Any monetary liens or encumbrances related to the Bonds shall be released at conveyance. Otherwise, the Premises shall be conveyed in an “as is” condition, with no warranty, express or implied, by Landlord as to the physical condition of the soil, its geology, the condition of the improvements, or the presence of faults, Hazardous Substances or other substances unknown to Landlord. All expenses in connection with conveyance of the Premises to Tenant, or Xxxxxx’s designee, including, but not limited to, title insurance, recordation and notary fees and all other Closing costs, shall be paid by Xxxxxx. Possession shall be delivered to Tenant concurrently with the conveyance of title.
Sample 1
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Xxxxxxxxxx of Title and Delivery of Possession. Lessor and Xxxxxx agree to perform all acts necessary to complete the conveyance of the Premises to Lessee within sixty (60) days after delivery to Lessor of Xxxxxx’s Reacquisition Notice, or on the last day of the Rental Period, whichever first occurs. Lessor’s entire interest in the Premises shall be conveyed by Special Warranty Deed in the form of Exhibit X. Xxxxxx shall convey title and Premises in an AS- IS condition. The condition of title of the Premises will be as reflected in a commitment to issue title insurance (or similar report) obtained by Lessee at its sole cost and expense at the time of Xxxxxx’s delivery of the Reacquisition Notice or the last day of the Rental Period (or date of earlier termination of this Lease), as applicable. Lessor has no obligation, responsibility to eliminate, cure or “endorse over” any exceptions to title or other matters shown in such commitment except for matters directly attributable to the acts of Xxxxxx. Xxxxxx’s then City Manager (or such City Manager’s designee) is authorized to execute and deliver the Deed on behalf of Xxxxxx. All expenses incurred in connection with conveyance of the Premises to Lessee including, but not limited to, title insurance (if requested by Xxxxxx), recordation and notary fees and any and all closing costs (including escrow fees if use of an escrow is requested by Xxxxxx), shall be paid by Xxxxxx. Lessee is not required to provide a Reacquisition Notice to Lessor at the expiration of the Term if there has been no earlier termination of this Lease. Although Lessee will have been in actual possession of the Premises throughout the Term: (i) legal possession of the Premises will be deemed to have been delivered to Lessee concurrently with the conveyance of title pursuant to the Deed, and (ii) Lessor will retain all rights of indemnification granted in this Lease. The terms of this Section 26 will survive the termination of this Lease and the recordation of any deed from Lessor to Lessee. EXECUTED as of the Effective Date. LESSOR: CITY OF GLENDALE, ARIZONA, an Arizona municipal corporation By: Name: Its: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney LESSEE: ECL GLENDALE, LLC, an Arizona limited liability company By: EPIC Resort Destinations, LLC, a Missouri limited liability company, its sole member By: Xxxx X. Xxxxx, Manager Exhibit A to Government Property Improvements Lease Legal Description of the Land [TO BE ATTACHED] Exhibit A Exhibit B to Government Property Improvements...
Sample 1

Related to Xxxxxxxxxx of Title and Delivery of Possession

  • Delivery of Possession Landlord shall be deemed to have delivered possession of the Premises to Tenant on the Commencement Date, as it may be adjusted pursuant to the Workletter. Landlord shall construct or install in the Premises the improvements to be constructed or installed by Landlord according to the Workletter. If no Workletter is attached to this Lease, it shall be deemed that Landlord delivered to Tenant possession of the Premises "as is" in its present condition on the Commencement Date. Tenant acknowledges that neither Landlord nor its agents or employees have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or its agents or employees agreed to undertake any alterations or construct any Tenant improvements to the Premises except as expressly provided in this Lease and the Workletter. If for any reason Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date, this Lease will not be void or voidable, Landlord will not be liable to Tenant for any resulting loss or damage and the Term of this Lease shall not be extended by a delayed delivery of possession. The preceding sentence notwithstanding, if Landlord fails to deliver possession to Tenant within sixty (60) days after the Commencement Date for any reason other than a Delay Caused by Tenant, as defined in the Workletter, Tenant, as its sole remedy, shall have the right to terminate this Lease and receive a refund of all prepaid Rent and Security Deposits provided Tenant gives written notice of termination to Landlord within three (3) days after that date. Tenant will execute the Commencement Date Certificate attached to this Lease as Exhibit E, appropriately completed, within fifteen (15) days of Landlord's request.

  • Sale and Delivery of the Shares On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Manager agree that the Company may from time to time seek to sell Shares through the Manager, acting as sales agent, or directly to the Manager acting as principal, as follows:

  • Sale and Delivery of Shares (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the Manager, acting as sales agent, and the Manager agrees to use its reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms.

  • Delivery of Premises If the Landlord shall be unable to give possession of the Premises, exclusively the Suite 200 Premises and the Suite 246 Premises, on the Fourth Expansion Premises Commencement Date by reason of (i) the Landlord work is not substantially complete, (ii) the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the Base Rent to be paid herein shall not commence until the Premises (exclusively the Suite 200 Premises and the Suite 246 Premises) are made available to Tenant by Landlord, and no such failure to give possession on the Fourth Expansion Premises Commencement Date shall affect the validity of this Sixth Amendment to Office Building Lease or the obligations of the Tenant hereunder. The Base Rents due hereunder will be adjusted at the time that any or all of the Fourth Expansion Premises are delivered to Tenant substantially complete to reflect the same underlying effective rent of the rent structure specific to each suite with the lease expiration dates to remain unchanged. Notwithstanding the foregoing, if the Fourth Expansion Premises Commencement Date for the Suite 200 Premises together with the Suite 246 Premises has not occurred within ninety (90) days after the Fourth Expansion Premises Commencement Date, the Tenant, by written notice to the Landlord given within ten (10) days after the expiration of such ninety (90) day period, may terminate the Sixth Amendment to Office Building Lease without any liability to the Landlord. Separately, if the Fourth Expansion Premises Commencement Date-Suite 240 Premises has not occurred within ninety (90) days after the Fourth Expansion Premises Commencement Date-Suite 240 Premises, the Tenant, by written notice to the Landlord given within ten (10) days after the expiration of such ninety (90) day period, may terminate the terms of lease for the Suite 240 Premises in the Sixth Amendment to Office Building Lease for the Suite 240 Premises not delivered in said time frame without any liability to the Landlord. If Landlord’s failure to complete Tenant’s improvements within ninety (90) days after the Fourth Expansion Premises Commencement Date and/or Fourth Expansion Premises Commencement Date-Suite 240 Premises is result of Tenant Delay, Tenant shall not have the option to terminate the Sixth Amendment to Office Building Lease or the terms of lease for the Suite 240 Premises in the Sixth Amendment to Office Building Lease.

  • Closings and Delivery of the Shares and Funds 3.1 The completion of the purchase and sale of the Shares (the “Closing”) shall occur at a place and time (the “Closing Date”) to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the Closing, (a) the Company shall cause the Transfer Agent to deliver to the Investor the number of Shares set forth above registered in the name of the Investor or in the name of a nominee designated by the Investor, and the aggregate purchase price for the Shares being purchased by the Investor will be delivered by or on behalf of the Investor to the Company..

  • Delivery of the Property The Fund will deliver or arrange for delivery to PFPC Trust, all the Property owned by the Portfolios, including cash received as a result of the distribution of Shares, during the term of this Agreement. PFPC Trust will not be responsible for any assets until actual receipt.

  • Execution and Delivery of Receipts Upon receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and in addition, if the transfer books of the Issuer or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Issuer that any Deposited Securities have been recorded upon the books of the Issuer or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of the fees and expenses of the Depositary for the execution and delivery of such Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.

  • Delivery of Instruments Xxxxxx Xxx shall furnish to each Holder, upon request, copies of this Trust Agreement, without attachments, applicable to the Certificate(s) held by such Holder.

  • Delivery of Instruments and Chattel Paper If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.

  • Acceptance of title The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.

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