Title Proforma definition

Title Proforma means, for the Project, that certain pro forma Title Policy to be delivered to the Tax Equity Investor pursuant to the Tax Equity ECCA, in form and substance reasonably acceptable to Purchaser.

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Title Proforma means the Title Policy Pro Forma (as defined in the Tax Equity Agreement). “Transfer Taxes” has the meaning set forth in Section 5.08(a).

Title Proforma means the Title Policy Pro Forma (as defined in the Tax Equity Agreement).

Examples of Title Proforma in a sentence

• The Land is free and clear of all Liens except (A) for Permitted Exceptions and (B) as disclosed in the Title Proforma.

• Each Project Company has a good and valid leasehold, easement, access, license, or right of way interests, as applicable, in the Land required or associated with the applicable Project, free and clear of all Liens, except: (A) for Permitted Exceptions; (B) as disclosed in the applicable Title Proforma delivered by Seller to Purchaser on or before the Closing Date; and (C) as disclosed in the applicable Title Policy.

• Each Project Company has a good and valid fee, leasehold, easement, access, license, or right of way interests, as applicable, in the Land required or associated with the applicable Project, free and clear of all Liens, except: (A) for Permitted Exceptions; (B) as disclosed in the applicable Title Proforma delivered by Seller to Purchaser on or before the Closing Date; and (C) as disclosed in the applicable Title Policy.

• Immediately prior to the Closing, Seller will cause the Title Company to update the Title Proforma and to issue an Owner’s Title Insurance Policy naming the Company as insured thereunder in the precise form of the Title Insurance Proforma with no new or additional exceptions and with all endorsements attached thereto in the same form as are attached to the Title Insurance Proforma (the “Title Insurance Policy”), bearing an effective date and time immediately prior to the Closing.

• The Project Company has a good and valid fee, leasehold, easement, access, license, or right of way interests, as applicable, in the Land required or associated with the Project, free and clear of all Liens, except: (A) for Permitted Exceptions; (B) as disclosed in the Title Proforma delivered by Seller to Purchaser on or before the Closing Date; and (C) as disclosed in the Title Policy.

More Definitions of Title Proforma

Title Proforma means the form of proforma 2006 ALTA owner’s policy of title insurance attached as Exhibit S to the Company Disclosure Letter; the term “Permitted Exceptions” shall mean those items set forth on Exhibit F-2 of the Company Disclosure Letter and incorporated herein, and any other matters as agreed to by Sellers and Purchaser in accordance with Section 3.1 above; and the term “Mandatory Cure Matter” shall mean any of the following: (i) any mortgage lien assumed or created by, through or under any Seller, (ii) any mechanics’ lien or materialmen’s lien resulting from work performed for any Seller (but expressly excluding work performed by or for any tenant), and (iii) any judgment lien, tax lien (other than taxes not yet due and payable) or other lien securing a monetary amount, assumed or created by, through or under any Seller. Each Mandatory Cure Matter may be removed by endorsement or the payment of a liquidated sum of money and Seller may use a portion of the Purchase Price to affect such cure at the Closing. For the avoidance of doubt, in no event shall any Mandatory Cure Matter constitute a Permitted Exception. If Purchaser elects, in its sole and absolute discretion, to obtain a new survey or an update to the Survey (a “New Survey”), the same shall be at Purchaser’s sole cost and expense.