Title Matters Sample Clauses
POPULAR SAMPLE Copied 1 times
Title Matters. Except as otherwise disclosed on Schedule 2.17, Seller has (a) good and marketable (and, in the case of any owned Real Property, fee simple) title to all Assets purported to be owned by it and (b) good leasehold title to all Assets purported to be leased by it, in each case free and clear of all liens, claims and encumbrances of any nature whatsoever other than Permitted Liens (collectively, "Liens"). On the Closing Date Seller will transfer to Buyer title to the Assets free and clear of all Liens. “Permitted Liens” are (i) Liens for taxes not yet due and payable; (ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days; (iii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self insurance arrangements; (iv) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Transferred Business; (vi) Liens created under or pursuant to the Business Agreements; (vii) Liens on the Transferred Business or the Assets created or authorized by the Buyer or its Affiliates; and (viii) Liens resulting from not receiving the consents or approvals referenced on Schedule 2.22 prior to the Closing.
Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.
Title Matters. As soon as practical after the date hereof and at least thirty (30) days prior to the Effective Time, CoVest shall, at its own expense, obtain and deliver to Midwest:
(a) With respect to the real estate described on Schedule 3.25 of the Disclosure Schedule of CoVest (other than real estate subject to leases or real estate acquired in a foreclosure or similar action), an owner’s preliminary report on title covering a date subsequent to the date hereof, issued by a title insurance company reasonably acceptable to Midwest, which preliminary report shall contain a commitment of such title insurer to issue an owner’s title insurance policy on ALTA 1992 Owner’s Form B insuring the fee simple title of CoVest or the Bank in such real estate in an amount equal to the value of such real estate as shown on CoVest’s books and records subject only to (A) Permitted Liens; and (B) such other matters as may be disclosed that are reasonably approved in writing by Midwest.
(b) Surveys certified in accordance with ALTA land survey standards by a registered land surveyor licensed in the state in which such real estate is located as of a date subsequent to the date hereof of the real estate described in Schedule 3.25 of the Disclosure Schedule of CoVest (i) showing with respect to such real estate: (1) the legal description; (2) all buildings, structures and improvements thereon and all “setback” lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3) no encroachments upon such parcel by buildings, structures, improvements or easements; (4) legal access to such parcel from a public street; and (5) no easements which materially and adversely affect the use of such parcel or the improvements located thereon.
(c) At least (5) business days prior to the Closing Date, CoVest shall, at its own expense, obtain and deliver to Midwest owner’s title insurance policies dated the Closing Date on ALTA 1992 Owner’s Form B with an extended coverage endorsement guaranteeing over the standard exceptions to title customarily contained in such policies, covering the real estate covered by the commitments referred to in Schedule 3.25 of the Disclosure Schedule of CoVest hereof issued by the insurer which issued such commitments, insuring the fee simple estate of the Bank (or such other entity reasonably acceptable to Midwest) in the real estate in the amount not less than the sam...
Title Matters. [Variations to the title guarantee123 For the purposes of section 6(2) of the 1994 Act: all entries made in any public register that a prudent tenant would inspect will be treated as within the actual knowledge of the Tenant;
Title Matters. 9 2.4 Survey............................................................10 2.5
Title Matters a. Seller shall convey, and Purchaser shall accept, such title to the Properties as is deliverable pursuant to the 363 Procedures Order and under 11 U.S.C. § 363. The Escrow
b. Seller shall complete the following items related to title prior to or at close of escrow, thus removing related title Exceptions (the “Removed Exceptions) as a condition to closing:
i. Obtain and record an order of the Court approving the sale that either (A) is final or (B) at the election of Seller, for which the appeal period has passed and no stay is in place (the “Final Sale Order”);
ii. Cause to be paid at Closing with closing proceeds all prorated property taxes and assessments then currently due on the Properties;
iii. Unless waived by Purchaser, cause all other liens listed for the Property on Exhibit A to the 363 Procedures Order to either (a) be paid at Closing with closing proceeds or (b) be removed by operation of provisions of the Final Sale Order, including pursuant to section 363(f) of the Bankruptcy Code.
iv. Obtain corrective deeds, instruments, and affidavits from the following entities and individuals: Ingersoll Financial Midwest Land Trust, Kaja Holdings LLC, Kaja Holdings 2, LLC, ▇▇▇▇ Investments III LLC, RVFM 1 Series LLC (aka RVFM 1 LLC), RVFM 4 Series LLC (aka RVFM 4 LLC), RVFM 8 Series LLC (aka RVFM 8 LLC), RVFM 9 Series LLC (aka RVFM 9 LLC), RVFM 11 Series LLC (aka RVFM 11 LLC), RVFRM 13 Series LLC (aka RVFM 13 LLC), RV Holdings One LLC, RV Holdings Two LLC, RV Holdings Three LLC (aka RV Holding Three LLC), RV Holdings 7 LLC, Minnowa LLC, MI Seven LLC, IN Seven LLC, OH Seven LLC, PA Seven LLC, ACM
c. Other than those matters relating to title above, Purchaser accepts title to the Properties subject to any of the following that is not specifically a Removed Exception:
i. Exceptions to title for any requirement, exception, or lien appearing on the Title Search Documents.
ii. Any and all violations or notices of violations of law or municipal ordinances, orders or requirements noted or issued prior to, on or after the date of this Agreement. Purchaser acknowledges and accepts that Seller shall not be obligated to comply with or take any action or incur any expense in connection with any such violations. Seller shall not be required to take or bring any action or proceeding, other than obtaining an order of the Court approving the sale.
iii. Any and all present and future zoning, building, environmental and other laws, statutes, ordinances, codes, rules, regu...
Title Matters. The Existing Line Property shall be conveyed subject to (a) all matters concerning title thereto, whether known or unknown, in existence as of the date hereof, including any and all easements, encroachments, prescriptive rights, or any other such matter or matters, whether or not the same would be disclosed by an examination of title, shown on a survey, or evident from a physical inspection thereof; (b) the lien of all ad valorem real estate taxes and assessments, if any, and all water and sewer charges and assessments affecting said Property, subject to adjustment as hereinafter provided; and (c) reservation of such access and vegetation management easement rights as Company may deem necessary to allow Company to operate and maintain its facilities, provided the same do not materially interfere, in Developer’s good faith discretion, with ▇▇▇▇▇▇▇▇▇’s use of said Property (collectively, the “Permitted Exceptions”). Company shall not be required to incur any expense, take any action or commence any proceeding to remove any matter concerning title, or cure any encumbrance, lien or exception to title (except for the lien of its first mortgage indenture, as provided for herein, and any other encumbrance created by Company following the Effective Date), or otherwise to render Company’s title to the Existing Line Property marketable or insurable. If Developer determines for any reason or for no reason in its sole discretion that the Existing Line Property is not suitable for Developer's purposes, then, prior to Developer’s delivery of the Notice to Proceed under the Agreement, Developer may elect to terminate this Agreement as provided for herein.
Title Matters. Title examination shall be conducted as follows:
Title Matters. Liens and other matters of record noted on any title insurance policy for a Borrowing Base Property delivered to the Administrative Agent, with the Administrative Agent having received the title insurance policies delivered for the Borrowing Base Properties as of the Closing Date.
Title Matters. Within ninety (90) days after the Effective Date with respect to the Oil and Gas Properties listed on Schedule "7" hereto, furnish Agent with title opinions and/or title information reasonably satisfactory to Agent showing good and defensible title of Borrower to such Oil and Gas Properties subject only to the Permitted Liens. As to any Oil and Gas Properties hereafter mortgaged to Agent, Borrower will promptly (but in no event more than thirty (30) days following such mortgaging), furnish Agent with title opinions and/or title information reasonably satisfactory to Agent showing good and defensible title of Borrower to such Oil and Gas Properties subject only to Permitted Liens.