Clear Title Seller owns good and marketable title in and to the Asset.
Record Title Within thirty days after each Commencement Date (except to the extent delays are caused by the applicable recording office), the Servicer, at the Servicer's expense, shall cause the Mortgage or Assignment of Mortgage, as applicable, with respect to each MERS Eligible Mortgage Loan, to be properly recorded in the name of MERS in the public recording office in the applicable jurisdiction, or shall ascertain that such have previously been so recorded and the Servicer shall take such actions as are necessary to cause the Owner to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. In connection with any Reconstitution, the Servicer, at the direction of the Owner or the Master Servicer, shall take such actions as are necessary to cause any new Owner identified in a Transfer Notice to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS An Assignment of Mortgage in favor of the Owner or such Person as the Owner may designate shall be recorded as to each Non-MERS Mortgage Loan unless instructions to the contrary are delivered to the Servicer in writing by the Master Servicer. Subject to the preceding sentence, as soon as practicable after the Master Servicer instructs the Servicer to record Assignments of Mortgage (but in no event more than 30 days thereafter except to the extent delays are caused by the applicable recording office), the Servicer, at the Servicer's expense, shall cause to be properly recorded in each public recording office where such Non-MERS Eligible Mortgage Loans are recorded each Assignment of Mortgage. In connection with each Reconstitution, the Servicer, at the expense of the Owner and at the direction of the Owner or the Master Servicer, shall cause an Assignment of Mortgage as to each Non-MERS Mortgage Loan in favor of the new Owner identified in a Transfer Notice to be prepared and properly recorded in each public recording office where such Non-MERS Mortgage Loans are recorded as soon as practicable after the related Effective Date (but in no event more than 90 days thereafter except to the extent delays are caused by the applicable recording office). The Servicer shall track such Assignments of Mortgage to ensure they have been recorded. Additionally, the Servicer shall prepare and execute, at the direction of the Owner or the Master Servicer, any note endorsements relating to any of the Non-MERS Mortgage Loans. The Servicer shall be entitled to be reimbursed by the Owner or its designee, on behalf of the Depositor, its out-of-pocket costs for the preparation and recordation of the Assignments of Mortgage under this paragraph. After the expenses of such recording costs shall have been paid by the Servicer, the Servicer shall submit to the Master Servicer a reasonably detailed invoice for reimbursement of recording costs incurred hereunder.
Additional Title Documents The Receiver, the Corporation and the Assuming Institution each agree, at any time, and from time to time, upon the request of any party hereto, to execute and deliver such additional instruments and documents of conveyance as shall be reasonably necessary to vest in the appropriate party its full legal or equitable title in and to the property transferred pursuant to this Agreement or to be transferred in accordance herewith. The Assuming Institution shall prepare such instruments and documents of conveyance (in form and substance satisfactory to the Receiver) as shall be necessary to vest title to the Assets in the Assuming Institution. The Assuming Institution shall be responsible for recording such instruments and documents of conveyance at its own expense.
Survey or Title Objections If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.
Delivery, Title and Risk of Loss (a) Delivery of Rounds to Buyer shall take place at the handoff between the N&T Railroad and IRSS, unless otherwise agreed, or in such manner or at such other place as shall be agreed upon by the parties in writing prior to the shipment of Rounds. Title and risk of loss and damage to the Rounds shall pass from Seller to Buyer when the Rounds are delivered in accordance with this Section 2.6(a). Seller shall be responsible for truck detention and/or rail demurrage charges incurred by Buyer which arise out of delays to carrier equipment at Lorain Works receiving shipments of Rounds ordered hereunder which have been scheduled by Seller, it being understood that Seller will ordinarily schedule such shipments. Seller shall accept direct billing from carriers for any such detention and/or demurrage.
Passage of Title and Risk of Loss Legal title, equitable title and risk of loss with respect to the Acquired Assets will not pass to Buyer until the Acquired Assets are transferred at the Closing.
Xxxxx Title President Attest: /s/Xxxxxx X. Xxxxx -------------------- ACME TELEVISION LICENSES OF OREGON, LLC By: ACME Television Holdings of Oregon, LLC, its majority member By: ACME Television, LLC, its majority member By: ACME Intermediate Holdings, LLC, its majority member By: ACME Television Holdings, LLC, its majority member
MANNER IN WHICH TITLE IS TO BE HELD (circle one)
Xxxxxx Title Deputy General Manager P.T. BANK RAKYAT INDONESIA (PERSERO), by /s/Kemas M. Arief Name: Kemas M. Arief Title: General Manager by /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Deputy General Manager REPUBLIC NATIONAL BANK OF NEW YORK, by /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President THE ROYAL BANK OF SCOTLAND PLC, by /s/Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President & Deputy Manager THE SAKURA BANK, LIMITED, HOUSTON AGENCY, by /s/Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Senior Vice President THE SANWA BANK LIMITED, DALLAS AGENCY, by /s/X. X. Xxxxxxx Name: X. X. Xxxxxxx Title: Vice President SOCIETE GENERALE, SOUTHWEST AGENCY, by /s/Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President THE SUMITOMO BANK, LIMITED, HOUSTON AGENCY, by /s/Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: General Manager THE TOKAI BANK, LIMITED, by Name: Title: UNION BANK OF SWITZERLAND, HOUSTON AGENCY, by /s/Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Managing Director by /s/J. Xxxxxx Xxxxxxxxxxx Name: J. Xxxxxx Xxxxxxxxxxx Title: Assistant Vice President WESTDEUTSCHE LANDESBANK GIROZENTRALE, by /s/Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President by /s/Xxxxxx Xxx Name: Xxxxxx Xxx Title: Associate YASUDA TRUST AND BANKING COMPANY, by /s/Price X. Xxxxxxxx Name: Price X. Xxxxxxxx Title: First Vice President
Agreement to Vote the Subject Shares Stockholder, in his capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of Cima, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of Cima, Stockholder shall vote (or cause to be voted) the Subject Shares (x) in favor of adoption of the Merger Agreement and the approval of the Cima Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Cima or any of its subsidiaries under the Merger Agreement or of Stockholder under this Agreement, and (z) except as otherwise agreed to in writing in advance by AAI, against (i) any Acquisition Proposal; (ii) any change in the Persons who constitute the board of directors of Cima that is not approved in advance by at least a majority of the Persons who were directors of Cima as of the date of this Agreement (or their successors who were so approved); and (iii) any other action or proposal involving Cima or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, materially impede, or materially impair or delay consummation of the Cima Merger or the other transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Stockholder agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any Person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Merger Agreement.
