Title Conveyed. Seller represents and warrants to Buyer that, at as of the Effective Date and the applicable Closing, Seller has and will have good and indefeasible fee simple title to the Property. At the applicable Closing, title to the Property being purchased shall be conveyed by Seller to Buyer by special warranty deed on the form attached hereto as Exhibit D (the “Deed”), free and clear of all exceptions, liens, encumbrances, easements and restrictions except the Permitted Exceptions. Seller further represents and warrants to Buyer that prior to or concurrent with the applicable Closing, that Seller shall satisfy all requirements of the Title Company applicable to Seller as set forth in the Original Title Commitment and the Closing Commitment. Title to any personal property or fixtures shall be conveyed by a general assignment and bill of sale in substantially the same form attached hereto as Exhibit E (the “Assignment”).
Title Conveyed. Seller shall, on the Closing Date, convey to Purchaser good, merchantable, marketable and insurable fee simple title to the Property subject only to the Permitted Exceptions.
Title Conveyed. Seller shall convey merchantable title by warranty deed to be delivered to the purchaser at the time of the closing of this contract and receipt of the total purchase price, free of all liens and encumbrances except:
Title Conveyed. Such conveyance and title shall be a determinable fee pursuant to Articles 13 and 16, and shall, in addition to the conditions and covenants hereinafter provided for, be subject to existing easements and restrictions of record, all applicable zoning and building laws, and other encumbrances (if any) specifically referred to in Exhibit A. Developer acknowledges that the City has not made, and by execution of this Agreement or any Deed does not make, any representations or warranties whatsoever with respect to title to the Property.
Title Conveyed. Title will be conveyed to Buyer by special warranty deed, subject to the Permitted Exceptions and those matters shown on any Survey.
Title Conveyed. AHI has the full right, power and authority to transfer, convey and sell to the Company at the Closing the Shares and, upon consummation of the purchase contemplated hereby, the Company will acquire from AHI legal and beneficial title to such Shares, free and clear of all covenants, conditions, restrictions, voting trust arrangements, pledges, liens, charges, encumbrances, options and adverse claims or rights whatsoever.
Title Conveyed. Seller shall, on the Closing Date, convey to Purchaser fee title to the Property by means of a general warranty deed, and clear title to the equipment and expendables as shall be demonstrated by Seller in a UCC 11 to be provided by Seller at Closing and transferred pursuant to a xxxx of sale in the form attached hereto as Exhibit H.
Title Conveyed. At Closing, Seller shall convey to Buyer good and marketable title to the Assets being transferred, conveyed, assigned and delivered, free and clear of all liens, claims, pledges, security interests, charges, obligations and encumbrances.
Title Conveyed. 25 SECTION 3.13 REAL PROPERTY........................................................................ 26 SECTION 3.14 LEASES............................................................................... 26 SECTION 3.15
Title Conveyed. Except as set forth on Schedule 3.12 hereto and except for the Excluded Assets, the Transferred Assets include all assets, properties and rights currently being used by Sellers in the operation of the Business, and all assets, properties and rights necessary to permit Purchasers to conduct the Business in all material respects in the same manner as Sellers have conducted the Business to date. Except as set forth on Schedule 3.12 hereto, Sellers have the power and authority and the right to sell, transfer, convey, assign, and deliver to Purchasers, and upon consummation of the transactions contemplated by this Agreement, Purchasers will acquire title to, all the Transferred Assets, free and clear of all title defects or objections, liens, claims, charges, security interests or other encumbrances, including, without limitation, leases, chattel mortgages, pledges, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, except for Permitted Encumbrances. The bills of sale, deeds, assignments and other instruments to be executed and delivered to Purchasers by Sellers at the Closing will be valid and binding obligations of Sellers enforceable in accordance with their terms, except as such unenforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights generally and except that equitable remedies may not in all cases be available (regardless of whether such enforceability is considered in a proceeding in equity or at law), and will vest in Purchasers title to all the Transferred Assets.
