Merchantable Title. 6 U. Perfected Claim ........................................................ 6 V.
Merchantable Title. Except as set forth in Schedule 2.6 (a), the Company has good and merchantable title to all of its assets, businesses and properties used or useful in the Company's business and necessary to permit the Company to carry on the Company's business as presently conducted, and with respect to real property leased by the Company for use in the Company's business, good and marketable leasehold estates or lessee's interests, including, without limitation, all such properties (tangible and intangible) reflected in the Company Statements (except for inventory disposed of in the ordinary course of business since the date of such Company Statements) free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way, exceptions, limitations, mineral rights, charges or Encumbrances of any nature whatsoever (collectively, "Liens") except, in the case of real property identified on Schedule 2.11(a), for Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings (and which have been sufficiently accrued or reserved against in the Company Statements), municipal and zoning ordinances and easements for public utilities, none of which interfere with the use of the property as currently utilized (the "Permitted Liens"). None of the assets, business or properties of the Company used or useful in the Company's business are subject to any restrictions with respect to the transferability thereof and title thereto will not be affected in any way by the transactions contemplated hereby other than as disclosed in Schedule 2.6(a).
Merchantable Title a. The City agrees to deliver to MCC within fifteen (15) days after the date of this Agreement, a title insurance commitment for an owner's title insurance policy insured by a title insurance company authorized to do business in the State of Wyoming, covering title to the Property, as set forth hereinabove, showing merchantable title in the City, subject only to: i) the general exceptions contained in the policy, and ii) the reservations, restrictions, covenants and easements of record, if any. The title commitment shall be conclusive evidence of good title as therein shown, subject only to the exceptions therein stated.
Merchantable Title. It is understood and agreed that this Agreement is conditioned upon City having good, valid and merchantable title in fee simple to said Property. EXHIBIT "4"
Merchantable Title. Except as set forth in Schedule 2.6 (a), the Company has good and merchantable title to all of the Assets, including, without limitation, all Assets reflected in the Company Statements (except for inventory disposed of in the ordinary course of business since the date of such Company Statements) free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way, exceptions, limitations, mineral rights, charges or Encumbrances of any nature whatsoever (collectively, "Liens") except for (a) materialmen's, mechanics', worker's, repairmen's, employees' or other like Liens arising against the Company in the ordinary course of business, in each case which are either not delinquent or are being contested in good faith and by appropriate actions or proceedings conducted with due diligence and for the payment of which adequate reserves in accordance with GAAP have been established with respect thereto, and (b) Liens for property taxes not yet due ("Permitted Liens"). Except as set forth in Schedule 2.6(a), none of the Assets is subject to any restrictions with respect to the transferability thereof and title thereto will not be affected in any way by the transactions contemplated hereby other than as disclosed in Schedule 2.6(a).
Merchantable Title. Company has good and merchantable title to all the Purchased Assets, free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, covenants, reservations, restrictions, exceptions, limitations, charges or encumbrances of any nature whatsoever (collectively, "Liens") except those described in Schedule 4.11.(a). Subject to obtaining the consents referred to in Schedule 4.3, none of the Purchased Assets are subject to any restrictions with respect to the transferability thereof and Company's title thereto will not be affected in any way by the transactions contemplated by this Agreement. Subject to obtaining the consents referred to in Schedule 4.3, Company has complete and unrestricted power and right to sell, assign, convey and deliver the Purchased Assets to Buyer as contemplated hereby. At Closing, Buyer will receive good and merchantable title to all the Purchased Assets, free and clear of all Liens of any nature whatsoever except the Lien described in Schedule 4.11.(a).
Merchantable Title. Except as set forth in Schedule 2.6(a), the Company has good and merchantable title to all of its assets, businesses and properties used or useful in its business and necessary to permit it to carry on its business as presently conducted, and with respect to real property leased by the Company for use in its business, good and marketable leasehold estates or lessee's interests, including, without limitation, all such properties (tangible and intangible) reflected in the Company Statements (except for inventory disposed of in the ordinary course of business since the date of such Company Statements) free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, options to purchase or use, conditional sales contracts, assessments, levies, or Encumbrances of any nature whatsoever (collectively, "Liens"). None of the assets, businesses or properties of the Company used or useful in the Company's businesses are subject to any restrictions with respect to the transferability thereof and title thereto will not be adversely affected in any way by the transactions contemplated hereby other than as disclosed in Schedule 2.6(a).
Merchantable Title. Red Star is informed and believes that Red Star Schedule 2.08 attached hereto contains a complete description of all oil and gas or mineral leases or other rights included in the Assets it owns or uses in its business or purports to own, including, without limitation, those reflected in Red Star's Current Balance Sheet. Also included in Red Star Schedule 2.08 is that certain acquisition title opinion dated July 16, 2001, by the law firm of VanCott, Bagley, Cornwall & XxXxxxxx, as prepared for Xxxxx, relating to the oil and gas interests set forth therein (the "Original Title Opinion"), which are being assigned to Red Star by Xxxxx. To the best knowledge of Red Star and Xxxxx, except as reflected in that certain Assignment, Xxxx of Sale, and Conveyance, of even date herewith, between Xxxxx and Red Star (a copy of which has been reviewed and approved by Mid-Power), no changes to the status of title will have occurred between that status shown in the Original Title Opinion and the "New Title Opinion" (as defined below). Further, to the best knowledge of Red Star and Xxxxx, except as and to the extent reflected in Red Star Schedule 2.08 attached hereto, none of such properties and Assets of Red Star is subject to, except as reflected in the Original Title Opinion, any known mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim. All buildings and all fixtures, equipment and other property and assets that are included in Red Star's Current Balance Sheet or are material to Red Star's business that are held under leases by Red Star are held under valid instruments enforceable by Red Star in accordance with their respective terms. Substantially all of Red Star's equipment in regular use has been well maintained and is in good and serviceable condition, reasonable wear and tear excepted.
Merchantable Title. SELLER agrees to deliver to PURCHASER a merchantable title, and his inability to deliver such title within the time stipulated herein shall render this purchase agreement null and void, reserving unto PURCHASER the right to demand the immediate return of PURCHASER’S deposit and to recover from SELLER’S actual cost incurred in processing the sale, such as; survey, title examination, and attorneys fees. /Users/peggyoneill/Dropbox/1. All Forms/Land Commercial Purchase_Agreement_Land_Short.doc In the event SELLER fails to comply with this agreement for any other reason, within the time specified, then PURCHASER shall have the right either to demand the return of PURCHASER’S deposit in full plus an equal amount an equal amount to be paid as penalty by SELLER or demand specific performance. In the event PURCHASER fails to comply with this agreement, within the time specified, SELLER shall have the right to demand specific performance or at SELLER’S option, SELLER shall have the right to re-offer the property for sale and may declare the deposit, ipso facto, forfeited, without formality beyond tender of title to PURCHASER. In either event, SELLER shall have the right to recover any costs and or fees, including expenses and reasonable attorney’s fees, incurred as a result of this agreement or breach thereof. TIME IS OF THE ESSENCE: Time is of the essence and all deadlines are final except where modifications, changes, or extensions are made in writing and signed by all parties to this agreement.
Merchantable Title. SELLER shall offer to PURCHASER a merchantable title; and SELLER'S inability to offer such title, within the time stipulated herein shall render this agreement null and void, reserving unto PURCHASER the right to demand the return of the deposit and to recover from SELLER actual costs incurred in processing the Act and reserving unto agent/broker the right to recover commission. ********************************************************************************************* **** Additional copie of this form may be obtained from XXXXX LAW FIRM, LLC, 0000 X. Xxxxxxxx Xxxx., Xxxxxxxx, Xx. 00000 (504) 837-2456 BREACH BY SELLER: In the event SELLER fails to comply with this agreement for any reason other than inability to offer a merchantable title, within the time specified, PURCHASER shall have the right to demand specific performance OR, at PURCHASER'S option, PURCHASER shall have the right to demand the return of his deposit in full, plus an equal amount to be paid as a penalty by SELLER. In either event PURCHASER shall have the right to recover any costs and/or fees, including expenses and reasonable attorney's fees incurred as a result of this agreement or breach thereof.
