Condition of Title at Closing a. Upon the Closing, Seller shall sell, transfer and convey to Buyer indefeasible fee simple title to the Property, including the Land and the Improvements thereon by a duly executed and acknowledged general warranty deed in a form acceptable to Buyer (the “Deed”), free and clear of all liens and encumbrances other than the Permitted Exceptions (as defined below) and any mortgage to be caused to be placed on the Property by Buyer to provide financing of the Purchase Price. Title to the Property shall be good, marketable, and insurable by the Title Company at its regular rates pursuant to the standard stipulations of an ALTA policy of lender’s and owner’s title insurance. If Seller is unable to convey title at Closing subject only to the Permitted Exceptions and any mortgage to be caused to be placed on the Property by Buyer so as to provide financing of the Purchase Price as otherwise provided for above, Buyer shall have the option of (i) taking such title to the Property as Seller is able to convey, without credit or abatement of the Purchase Price or (ii) terminating Buyer’s obligations under this Agreement, and this Agreement shall be null and void and neither party shall have any further obligations hereunder except those specifically provided herein which are to survive the expiration or earlier termination of this Agreement.
Condition of Title at Closing. Xxxxxxx’s obligation to close hereunder is conditioned on the Title Company being unconditionally and irrevocably committed to issue at Closing to Builder, an ALTA extended coverage owner’s policy of title insurance (6-17-06), in the amount of the Property Value, subject to only the Permitted Exceptions (the “Title Policy”). Within no more than ten (10) business days prior to Closing, the Title Company shall provide, at Builder’s expense, an updated Commitment, and copies of restrictions, liens, encumbrances and/or other title matters (if any) not previously approved as a Permitted Exception on the Commitment. If the title as shown on the updated Commitment discloses any new title exception which was created by, through, under or with the consent of Builder, then such new exception shall be deemed to be a Permitted Exception. If, however, title as shown on the updated Commitment discloses any new title exception (if any) which was not disclosed in the initial Commitment and which was not created by, through, under or with the consent of Builder (each, a “Title Defect”), then Transferor shall have five (5) days to cure the Title Defect, failing which Builder shall have the option of: (i) waiving the Title Defect and accepting title as it then stands, in which event the Title Defect shall be deemed to be a Permitted Exception; or (ii) declaring Transferor in default under this Agreement and pursuing its remedies as provided herein. Transferor and Builder shall each execute, acknowledge (if applicable), and/or deliver to Title Company prior to the date of Closing, any customary and reasonable documents pertaining to Closing of the transaction contemplated by this Agreement, and Transferor shall deliver such reasonable documents relating to the Property required by Title Company as a condition to the issuance of the Title Policy.
Condition of Title at Closing. Upon the Closing, Seller shall sell, transfer and convey to Buyer indefeasible fee simple title to the Land and the Improvements thereon by a duly executed and acknowledged limited warranty deed in the form of Exhibit "F" attached hereto (the "Deed"), subject only to the Permitted Exceptions. Prior to Closing, Seller shall not take any action or commit or voluntarily suffer any acts which would give rise to a variance from the current legal description of the Land, or cause the creation of any exception or encumbrance against or respecting the Land without the prior written consent of Buyer, which consent Buyer may withhold in its sole discretion. Nothing in this Section 4.8.3 shall preclude Buyer from disapproving title matters in accordance with the provisions of Section 4.8.2 above.
Condition of Title at Closing. Upon the Closing, Seller shall sell, transfer and convey to Buyer indefeasible fee simple title, as evidenced by the Title Company issuing the Owner’s Title Policy (as hereinafter defined), to the Land and the Improvements thereon by a duly executed and acknowledged deed in the form of Exhibit H attached hereto (the “Deed”), subject only to the Lease and Purchase Option (as hereafter defined) and the Permitted Exceptions.
Condition of Title at Closing. Upon the Closing, IWRA shall transfer, contribute and convey to HBR fee simple title to the Real Property by a duly executed and acknowledged general warranty deed in the form of EXHIBIT "G" attached hereto (the "DEED"), subject only to the Permitted Exceptions. Prior to the Closing, IWRA shall not take any action or commit or suffer any acts that would give rise to a variance from the current legal description of the Real Property, or cause the creation of any exception or encumbrance against or respecting the Real Property without the prior written consent of HBR, which consent may be withheld in HBR's sole and absolute discretion. IWRA shall not directly or indirectly sell, contribute, assign or create any right, title or interest whatsoever in or to the Property, the Gaming License, or the Gaming Equipment, or create or permit to exist thereon any lien, charge or encumbrance other than the applicable Permitted Exceptions, or enter into any agreement to do any of the foregoing, without the prior written consent of HBR (which consent may be granted or withheld in HBR's sole and absolute discretion). Nothing in this Section 4.2.4 shall preclude HBR from disapproving title matters in accordance with the provisions of Section 4.2.3 hereof.
Condition of Title at Closing. Upon Closing, each Seller shall convey each Property to Buyer (or shall cause each Property to be conveyed to Buyer) by (i) with respect to the California Properties, a Grant Deed substantially in the form of Exhibit "B-1" attached hereto and made a part hereof, and with (ii) respect to the Oregon Properties, a Statutory Special Warranty Deed substantially in the form of Exhibit "B-2" attached hereto and made a part hereof (any of which shall hereinafter be known as a "Deed"), executed in recordable form, subject only to the following:
Condition of Title at Closing. At Closing, title to the Properties conveyed shall be good and marketable, free and clear of all liens, judgments and similar encumbrances, leases or other rights of occupancy, other than the following, which shall be permitted exceptions to title that shall not require Seller to take any action (collectively, the “Permitted Exceptions”):
Condition of Title at Closing. Upon the Closing, Seller shall ------------------------------- sell, transfer and convey to Buyer fee simple title to the Real Property by duly executed and acknowledged deeds in the form of Exhibit "H" attached hereto (THE ---------- "DEEDS"), subject only to the applicable Permitted Exceptions. Also, upon the Closing, the Model Leases shall be conveyed to Buyer subject only to the Permitted Exceptions.
Condition of Title at Closing. At each Closing, Seller shall sell, transfer and convey to Buyer fee simple title to the Real Property of the Phase 1 Property or the Phase 2 Property, as applicable, by a duly executed and acknowledged deed in the form of Exhibit D attached hereto and made a part hereof (each, a “Deed”), subject only to the Permitted Exceptions. As a condition precedent to Buyer’s obligation to close the purchase of each of the Phase 1 Property or the Phase 2 Property at the applicable Closing, the Title Company shall be prepared or irrevocably committed to issue to Buyer (with an effective date not earlier than the Closing Date) a standard coverage Owner’s Policy of Title Insurance in favor of Buyer for such Real Property: (a) showing fee title to such Real Property vested in Buyer; (b) with liability coverage in an amount equal to the applicable portion of the Purchase Price; and (c) containing no exceptions other than the Permitted Exceptions (each, an “Owner’s Title Policy”); provided, that Buyer shall fulfill all reasonable requirements of the Title Company for the issuance of such Owner’s Title Policy that are applicable to Buyer. Seller shall provide to the Title Company an “Owner’s Affidavit” in the form attached hereto as Exhibit E and made a part hereof and any other documents reasonably required by the Title Company prior to the Due Diligence Termination Date and agreed to be provided by Seller to induce Title Company to issue the Owner’s Title Policy, subject only to Permitted Exceptions, and to remove the standard “mechanics lien” and “GAP” exceptions. Notwithstanding the above, if Buyer elects not to obtain Survey for either the Phase 1 Property or Phase 2 Property, such Owner’s Title Policy may contain a survey exception. 3.5
Condition of Title at Closing. Buyer’s obligation to purchase the Property, to pay the Purchase Price therefor, and otherwise to close the Escrow is subject to Escrow Agent being unconditionally committed to issue at the Closing to Buyer, as the insured, an extended coverage owner’s policy of title insurance (with no exception for mechanics’ liens or similar encumbrances) in the amount of the Purchase Price, subject to only the Permitted Exceptions with such title endorsements as Buyer shall reasonably require and which the Title Insurer agrees to issue prior to the expiration of the Title Review Period or Additional Title Review Period (the “Title Policy”). Seller and Buyer shall each execute, acknowledge (if applicable), and/or deliver to Escrow Agent prior to the date of the Closing, any documents pertaining to Seller or Buyer, as applicable, or matters relating to the Property required by Escrow Agent as a condition to the issuance of the Title Policy (including without limitation an Owner’s Affidavit and any mechanics’ lien indemnifications required of Seller by Title Insurer). The Water Rights shall be excluded from the coverage of the deed warranties and shall be transferred by a quitclaim deed as well as any water rights conveyance and notification documents required by ADWR as follows:
