Common use of Condition of Title at Closing Clause in Contracts

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. b. For purposes of this Agreement, “Permitted Exceptions” shall collectively mean any and all of the following: (i) easements, rights of way, covenants, rights, and restrictions of record; (ii) all presently existing and future real estate taxes and assessments (both general and special) and water and sewer charges for the year of Closing, all of which are not yet due and payable, subject to adjustment as herein provided, and for all subsequent years; (iii) any and all presently existing zoning, building, fire, sanitary, environmental, housing, and similar laws, ordinances, codes, restrictions, and regulations, and any approved development plans for the Property; (iv) the standard conditions and exceptions to title contained in the form of title policy or “marked-up” title commitment issued by Title Company issuing an owner’s and/or a lender’s title insurance policy in connection with Buyer purchasing the Property; and (v) any and all other title exceptions approved of or waived by Buyer pursuant to the terms of this Agreement; provided, however, Permitted Exceptions shall not include any Title Objections that have been timely identified by Bxxxx as objectionable in its sole discretion and that the Seller is unable or unwilling to remove at or before Closing, unless Buyer elects to proceed with the purchase hereunder in accordance with the terms of this Agreement. Notwithstanding anything to the contrary herein, Seller shall be obligated to remove all title exceptions created by Seller on or after the date of this Agreement and that were created without the prior written consent of Buyer, any mechanic’s liens or materialman’s liens (unless arising in connection with Bxxxx’s activities on the Property) and all liens and encumbrances affecting the Property that secure an obligation to pay money (other than installments of real estate taxes and assessment not delinquent as of the Closing Date.

Condition of Title at Closing. a. Upon Xxxxxxx’s obligation to close hereunder is conditioned on the ClosingTitle Company being unconditionally and irrevocably committed to issue at Closing to Builder, Seller shall sell, transfer and convey to Buyer indefeasible fee simple an ALTA extended coverage owner’s policy of 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 insurance (the “Deed”6-17-06), free and clear in the amount of all liens and encumbrances other than the Property Value, subject to only the Permitted Exceptions (as defined belowthe “Title Policy”). Within no more than ten (10) and any mortgage business days prior to be caused to be placed on the Property by Buyer to provide financing of the Purchase Price. Title to the Property shall be goodClosing, marketable, and insurable by the Title Company shall provide, at its regular rates pursuant to 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 standard stipulations of an ALTA policy of lender’s and owner’s title insuranceCommitment. If Seller is unable to convey the title at Closing subject only to as shown on the Permitted Exceptions and updated Commitment discloses any mortgage new title exception which was created by, through, under or with the consent of Builder, then such new exception shall be deemed to be caused to be placed a Permitted Exception. If, however, title as shown on the Property by Buyer so as 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 provide financing of cure the Purchase Price as otherwise provided for aboveTitle Defect, Buyer failing which Builder shall have the option of of: (i) taking such waiving the Title Defect and accepting title as it then stands, in which event the Title Defect shall be deemed to the Property as Seller is able to convey, without credit or abatement of the Purchase Price be a Permitted Exception; or (ii) terminating Buyer’s obligations 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 this Agreement Transferor shall be null and void and neither party shall have any further obligations hereunder except those specifically provided herein which are deliver such reasonable documents relating to survive the expiration or earlier termination of this Agreement. b. For purposes of this Agreement, “Permitted Exceptions” shall collectively mean any and all of the following: (i) easements, rights of way, covenants, rights, and restrictions of record; (ii) all presently existing and future real estate taxes and assessments (both general and special) and water and sewer charges for the year of Closing, all of which are not yet due and payable, subject to adjustment as herein provided, and for all subsequent years; (iii) any and all presently existing zoning, building, fire, sanitary, environmental, housing, and similar laws, ordinances, codes, restrictions, and regulations, and any approved development plans for the Property; (iv) the standard conditions and exceptions to title contained in the form of title policy or “marked-up” title commitment issued Property required by Title Company issuing an owner’s and/or as a lender’s title insurance policy in connection with Buyer purchasing the Property; and (v) any and all other title exceptions approved of or waived by Buyer pursuant condition to the terms of this Agreement; provided, however, Permitted Exceptions shall not include any Title Objections that have been timely identified by Bxxxx as objectionable in its sole discretion and that the Seller is unable or unwilling to remove at or before Closing, unless Buyer elects to proceed with the purchase hereunder in accordance with the terms of this Agreement. Notwithstanding anything to the contrary herein, Seller shall be obligated to remove all title exceptions created by Seller on or after the date of this Agreement and that were created without the prior written consent of Buyer, any mechanic’s liens or materialman’s liens (unless arising in connection with Bxxxx’s activities on the Property) and all liens and encumbrances affecting the Property that secure an obligation to pay money (other than installments of real estate taxes and assessment not delinquent as issuance of the Closing DateTitle Policy.

Condition of Title at Closing. a. Upon Title to the Closing, Seller Property shall sell, transfer and convey be conveyed to Buyer indefeasible fee simple upon the Close of Escrow. TAMCO shall convey title to the PropertyTAMCO Land to Buyer, including and CMC shall convey title to the CMC Land and the Improvements thereon to Buyer, each by a duly executed and acknowledged general warranty grant deed in a the form acceptable to Buyer attached hereto as Exhibit “B” (the “Grant Deed”), free and clear of all liens except for: (a) non-delinquent real property taxes and encumbrances other than assessments not yet due and payable; (b) matters affecting title that were created by Buyer or with Buyer’s consent; (c) any title exceptions on the Permitted Exceptions Report (defined in Section 5.1(a), below) that were approved (or deemed approved) by Buyer during the Due Diligence Period; (d) any survey matters shown on the Survey (as defined in Section 5.1(a) below) and any mortgage to be caused to be placed on the Property that were approved (or deemed approved) by Buyer during the Due Diligence Period; and (e) the Easement Agreement and MOU, defined in Section 5.1(e) below (collectively, the “Permitted Exceptions”). Notwithstanding anything to provide financing the contrary, the term “Permitted Exceptions” expressly excludes all deeds of trust, mortgages, attachments, judgments, liens for delinquent real property taxes and assessments, mechanics’ and materialmen’s liens, abatement liens, civil administrative penalties, and all other liens or encumbrances of a definite or ascertainable amount that secure the payment of money (collectively, “Monetary Encumbrances”). Seller shall remove (at Seller’s sole cost and expense) all Monetary Encumbrances on or before the Closing. As a condition to Buyer’s obligation to close hereunder, the Title Company shall issue to Buyer (with an effective date not earlier than the Closing Date), a 2006 ALTA form of extended coverage owner’s policy of title insurance insuring title to the Real Property vested in Buyer (or its assignee) in the amount 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 (the “Title Policy”). The Title Policy shall include those endorsements (if any) that Seller agrees to be caused to be placed on the Property by obtain for Buyer so as to provide financing of the Purchase Price as otherwise provided for above, Buyer shall have the option of in Seller’s Title Response Letter (idefined in Section 5.1(c) 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. b. For purposes of this Agreement, “Permitted Exceptions” shall collectively mean any and all of the following: (i) easements, rights of way, covenants, rights, and restrictions of record; (ii) all presently existing and future real estate taxes and assessments (both general and special) and water and sewer charges for the year of Closing, all of which are not yet due and payable, subject to adjustment as herein provided, and for all subsequent years; (iii) any and all presently existing zoning, building, fire, sanitary, environmental, housing, and similar laws, ordinances, codes, restrictions, and regulations, and any approved development plans for the Property; (iv) the standard conditions and exceptions to title contained in the form of title policy or “marked-up” title commitment issued by Title Company issuing an owner’s and/or a lender’s title insurance policy in connection with Buyer purchasing the Property; and (v) any and all other title exceptions approved of or waived by Buyer pursuant to the terms of this Agreementbelow); provided, however, Permitted Exceptions Buyer may obtain any additional endorsements that Buyer deems desirable (“Elective Endorsements”), but the issuance of the Title Policy with the Elective Endorsements shall not include any Title Objections that have been timely identified by Bxxxx as objectionable in its sole discretion and that the Seller is unable or unwilling be a condition to remove at or before Closing, unless Buyer elects to proceed with the purchase hereunder in accordance with the terms of this Agreement. Notwithstanding anything to the contrary herein, Seller shall be obligated to remove all title exceptions created by Seller on or after the date of this Agreement and that were created without the prior written consent of Buyer, any mechanic’s liens or materialman’s liens (unless arising in connection with Bxxxx’s activities on the Property) and all liens and encumbrances affecting the Property that secure an obligation to pay money (other than installments of real estate taxes and assessment not delinquent as of the Closing Date.

Condition of Title at Closing. a. Upon the Closing, Seller shall sell, transfer convey and convey to Buyer indefeasible Purchaser shall accept a good and marketable title in 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”)simple, 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 goodencumbrances, 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. b. For purposes of this Agreement, “Permitted Exceptions” shall collectively mean any and all of the following: (i) easements, rights of wayrestrictions, conditions, covenants, rights, rights-of-way and restrictions of recordother matters, subject only to the following (Permitted Exceptions"): (a) the rights and reservations expressed in the U.S. Patent to the Land; (iib) all presently existing and future the lien of current real estate taxes and assessments (both general and special) and water and sewer charges for the year of Closing, all of which are not yet due and payable, subject to adjustment as herein provided, and for all subsequent years; (iiic) any usual and all presently existing zoningordinary public utility easements for gas, buildingelectric, firewater, sanitarysewer and other utility lines to the Buildings, environmental, housing, and similar laws, ordinances, codes, restrictions, and regulations, and any approved development plans for except to the extent Purchaser in its reasonable judgment determines such easements to be inconsistent with the current use of the Property; , (ivd) zoning regulations and ordinances general to the district in which the Property is located which are not violated by the existing structures or present use thereof, (e) the standard conditions and exceptions to title contained in the form of title policy or “marked-up” title commitment issued by Title Company issuing an owner’s and/or a lender’s title insurance policy in connection with Buyer purchasing the Property; and Leases, (vf) any and all such other title exceptions as may be approved of or waived by Buyer pursuant to the terms of this Agreement; provided, however, Permitted Exceptions shall not include any Title Objections that have been timely identified by Bxxxx as objectionable in its sole discretion and that the Seller is unable or unwilling to remove at or before Closing, unless Buyer elects to proceed with the purchase hereunder Purchaser in accordance with Section 8.2. In the terms of this Agreement. Notwithstanding anything to the contrary herein, event that Seller shall be obligated have failed as of Closing to remove all any title exceptions created by Seller on exception, other than a Permitted Exception, evidencing or after the date of this Agreement and that were created without the prior written consent of Buyer, any mechanic’s liens or materialman’s liens (unless arising in connection with Bxxxx’s activities on the Property) and all liens and encumbrances affecting the Property that secure an securing a liquidated obligation to pay money money, Purchaser may either (other than installments i) cause such obligation (including any prepayment penalty, yield maintenance premium or similar charge, if any) to be paid, in which event the amount of real estate taxes and assessment not delinquent such payment shall be credited against the Purchase Price, or (ii) elect to take title subject to such exception, in which event the outstanding balance of such payment obligation as of the Closing Date, plus any prepayment premium, yield maintenance premium or similar charge, if any, that would be payable in the event such obligation were paid at Closing, shall be credited against the Purchase Price and such exception shall be deemed a "Permitted Exception."

Condition of Title at Closing. a. Upon the Closing, Seller Sellers 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 Sellers are 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 Sellers are 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. b. For purposes of this Agreement, “Permitted Exceptions” shall collectively mean any and all of the following: (i) easements, rights of way, covenants, rights, and restrictions of record; (ii) all presently existing and future real estate taxes and assessments (both general and special) and water and sewer charges for the year of Closing, all of which are not yet due and payable, subject to adjustment as herein provided, and for all subsequent years; (iii) any and all presently existing zoning, building, fire, sanitary, environmental, housing, and similar laws, ordinances, codes, restrictions, and regulations, and any approved development plans for the Property; (iv) the standard conditions and exceptions to title contained in the form of title policy or “marked-up” title commitment issued by Title Company issuing an owner’s and/or a lender’s title insurance policy in connection with Buyer purchasing the Property; and (v) any and all other title exceptions approved of or waived by Buyer pursuant to the terms of this Agreement; provided, however, Permitted Exceptions shall not include any Title Objections that have been timely identified by Bxxxx as objectionable in its sole discretion and that the Seller is Sellers are unable or unwilling to remove at or before Closing, unless Buyer elects to proceed with the purchase hereunder in accordance with the terms of this Agreement. Notwithstanding anything to the contrary herein, Seller Sellers shall be obligated to remove all title exceptions created by Seller Sellers on or after the date of this Agreement and that were created without the prior written consent of Buyer, any mechanic’s liens or materialman’s liens (unless arising in connection with Bxxxx’s activities on the Property) and all liens and encumbrances affecting the Property that secure an obligation to pay money (other than installments of real estate taxes and assessment not delinquent as of the Closing Date.