Condition of Title (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below.
(b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or
(ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price.
(c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,
Evidence of Title Evidence that title to a REO is held by the Trustee shall be submitted by the Servicer to the Master Servicer and, if applicable, to the Primary Mortgage Insurer and/or the Pool Insurer, within ten Business Days after marketable title to such REO has been acquired.
Title Insurance Policy In all cases, the Seller undertakes to remove any encumbrance that will materially interfere with the procurement of a title insurance policy or financing necessary for the purchase of the Property, whether the same is included in the above enumeration or not. Further, the Seller undertakes to, in good faith, cooperate with and assist the Buyer fully in obtaining a title insurance policy. The Seller shall be obligated to take all legal and reasonably necessary action in order to procure such title insurance policy but shall not incur any additional liability in relation thereto. If the title to the Property is not in a condition that is compliant with the above, if the Seller fails or refuses to comply with the Seller’s obligations under this section, or if the Parties are unable to obtain a title insurance policy, the Buyer may, in the Buyer’s sole discretion, accept the title as it is and proceed with the purchase under this Agreement, or terminate this Agreement and recover the Xxxxxxx Money, costs incurred in relation to this Agreement and
Defense of Title to Collateral Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.
Title Insurance Policies The Borrower will deliver to the Administrative Agent a policy of title insurance (or marked-up title insurance commitment or title proforma having the effect of a policy of title insurance) (a “Title Policy”) insuring the Lien of such Mortgage as a valid first mortgage or deed of trust Lien on the Mortgaged Property described therein in an amount not less than the estimated fair market value of such Mortgaged Property as reasonably determined by the Borrower, which Title Policy shall (A) be issued by a nationally-recognized title insurance company reasonably acceptable to the Administrative Agent (the “Title Company”), (B) include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) be supplemented by a “tie-in” or “aggregation” endorsement, if available under applicable law, and such other endorsements as may reasonably be requested by the Administrative Agent (including (to the extent available in the applicable jurisdiction and/or with respect to the Mortgaged Property, in each case, on commercially reasonable terms) endorsements on matters relating to usury, first loss, zoning, contiguity, revolving credit, doing business, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, and so-called comprehensive coverage over covenants and restrictions) if available under applicable law at commercially reasonable rates and (D) contain no other exceptions to title other than Permitted Liens and other exceptions acceptable to the Administrative Agent in its reasonable discretion;
Permitted Liens; Title Insurance Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a Crossed Underlying Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Crossed Mortgage Loan Group, and (g) condominium declarations of record and identified in such Title Policy, provided that none of clauses (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
Retention of Title 11.1. Title to all delivered goods remains with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. If the delivered goods are processed with other goods not owned by the Seller, the Seller acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing.
11.2. The Buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum.
11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly.
11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom.
11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.
Protection of Title of Purchaser (a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the Receivables and the Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Trust Collateral Agent under the Indenture in the Receivables and the Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Trust Collateral Agent may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Trust Collateral Agent to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as each may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein.
(b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Trust Collateral Agent on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Trust Collateral Agent at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements.
(c) Seller shall give Purchaser, the Issuer and the Trust Collateral Agent at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America.
(d) Prior to the Closing Date, Seller has maintained accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to Purchaser, and the conveyance of the Receivables by Purchaser to the Issuer, Seller’s master computer records (including archives) that shall refer to a Receivable indicate clearly that such Receivable has been sold to Purchaser and has been conveyed by Purchaser to the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the Receivable shall become a Purchased Receivable or a Sold Receivable or shall have been paid in full or sold pursuant to the terms of the Sale and Servicing Agreement.
(e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable (other than a Purchased Receivable or a Sold Receivable), shall indicate clearly that such Receivable has been sold to Purchaser, sold by Purchaser to Issuer, and is owned by the Issuer.
Title Insurance and Surveys Due to the critical timeline requirements to close the transaction, PHI may order title searches on all PH Owned Real Property and PH Leased Real Property to be transferred to NPC pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If PHI has established relations with such company, NPC will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law and the terms of any agreement with such company, the fees paid for the searches may be applied toward the title policy costs for title policies desired by NPC based upon these title searches In the event NPC or NPC’s lender requires environmental reports relating to the PH Owned Real Property, NPC shall first obtain PHI’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached hereto as Exhibit “E”, and shall retain a nationally recognized firm approved by PHI to perform such work. PH will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To the extent that NPC or NPC’s lender requires surveys of the Owned Real Property, NPC shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 1.7 will be retained solely by NPC, but PH shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 and 10.9, NPC shall reimburse PH at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPC. Notwithstanding the foregoing however, NPC will not be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on any of the subject real estate unless such service is specifically requested by NPC, and request is given forty-five (45) days prior to the Closing.
Reservation of Title 8.1 We reserve the proprietary rights for the purchased product until we will have received all payments from the business relation – also balance claims from the current account. We shall be entit- led to take back the purchased product if there is a behavior con- trary to the contract, particularly default in payment. The taking back of the purchased product, however, shall be no resignation from the agreement, unless we would have explicitly stated this in writing. The seizure of the purchased goods by us shall always be a resignation of the agreement. We shall be entitled to utilize the purchased product after the taking back, in doing so the revenue shall be credited on the liabilities of the customer minus adequate utilization costs.
8.2 The customer shall be entitled to sell the goods delivered by us during the proper course of business. The entitlement given according to this shall be cancelled particularly in the cases men- tioned in item 8.1 S. 2. Furthermore we shall be entitled to revoke the powers of alienation with a written statement, if the customer falls into arrears with its obligations against us, particularly with its payments, or if any other circumstances become known which let appear its creditworthiness doubtful.
8.3 Accordingly the limitations mentioned above in item 8.2 shall be valid for the right of the customer to process the goods sup- plied by us. The customer does not acquire property for the ent- irely or partially manufactured goods by means of the processing; the processing shall be free of charge exclusively for us as a ma- nufacturer in the meaning of § 950 BGB (= Civil Code). Should, however, our reservation of title be cancelled by means of any circumstances, so the customer and we already now agree that the ownership of the goods shall be assigned to us with the pro- cessing and that we shall accept the assignment of property and that the customer shall remain the depositary of the goods free of charge.
8.4 Should our reserved goods be processed with goods being still in third-party property or inseparably be mixed with them so we shall acquire co-ownership of the new goods or the mixed in- ventory. The scope of the co-ownership shall result from the pro- portion of the invoice value of the reserved goods supplied by us to the invoice value of the remaining goods.
8.5 Goods in which we acquire property or co-property according to items 8.3 and 8.4 shall be treated as reserved goods in the mea- ning of the following provisions in the same way as the goods supplied by us with reservation of title according to item 8.
8.6 The customer shall already now assign the claims from a resale of the reserved goods to us. Also the claim against the bank which has opened or confirmed a letter of credit in favor of the custo- mer (= reseller) within the scope of the resale shall belong to the claims from a resale. Herewith we accept the assignment. Should the reserved goods be processing products or mixed inventory in which besides the goods supplied by us only such objects are contained which either belonged to the customer or which had been supplied to it by any third party only with the so called simp- le reservation of title so the customer shall assign the entire claim from the resale of the goods to us. Otherwise, with the conjunc- tion of a pre- assignment to us and to other suppliers so we shall be entitled to a fraction of the proceeds on disposal, to be precise according to the proportion of the invoice value of our goods to the other processed or mixed goods.
8.7 The customer shall also assign the claims for the safeguarding of our claims against it which arise through the connection of the purchased product with a plot against any third party.
8.8 The customer shall be entitled to collect the accounts recei- vable from the resale of the goods. This direct debit authorization shall be cancelled if there is no more proper course of business at the customer according to the provision in item 7.4. Furthermore we can revoke the direct debit authorization of the customer if the customer falls into arrears with the performance of its obligations against us especially with the payments or if any other circums- tances become known which let its creditworthiness seem doubt- ful. Should the direct debit authorization be cancelled or should it be revoked by us so the customer shall inform immediately inform the debtors of the assigned claims on our request and shall give us the information and documents required for the collection.
8.9 As far as our claims are covered entirely by means of the ab- ove explained assignments respectively reservations doubtlessly by more than 110% so the surplus of the accounts receivable re- spectively the reserved goods shall be released on request of the customer according to our selection.
8.10 The customer shall be obliged to point out to our property / right and to immediately inform us in writing in any case of access of any third party to our reserved goods or the accounts receiva- ble assigned to us.
8.11 The customer shall be obliged to treat the purchased product carefully as long as it has not yet passed into its property. The cus- tomer shall particularly be obliged to sufficiently insure the goods against fire, water, and theft on its own expense at the original va- xxx. As far as maintenance and inspection work is required so the customer shall have to carry out them timely on its own expense.
