Common use of CONVEYANCE AND CLOSING Clause in Contracts

CONVEYANCE AND CLOSING. At the time of closing of the Option: ---------------------- i) Landlord shall convey to Tenant good, marketable and indefeasible title to the Premises by general warranty deed, in form acceptable to Tenant, free and clear of all liens, claims and encumbrances, and subject only to taxes for the year during which the closing occurs, prorated to the date of such closing date, and to those matters shown on Schedule B of the Title Commitment attached hereto and made a part hereof as Exhibit E (the "Permitted Encumbrances"). At the time of closing Tenant shall be provided an ALTA standard form Owner's Policy of Title Insurance, including any endorsements required by Tenant, issued by the Title Company covering the Premises in the amount of $5,000,000, insuring good, marketable, and indefeasible title to the Property in favor of Tenant, free and clear of all liens and encumbrances, and subject only to the Permitted Exceptions. Within fifteen (15) days of the Exercise Notice, Landlord, at its sole cost and expense shall provide to Tenant an updated Title Commitment issued by the Title Company, confirming the current liens, encumbrances, claims and other matters of record affecting the Premises. Landlord hereby represents and warrants to Tenant that as of the date of this Agreement the Premises is subject to no liens, encumbrances, claims or other matters of record, other than the Permitted Encumbrances. Landlord hereby covenants and agrees that during the term of the Option, that Landlord will not mortgage, pledge, hypothecate, transfer, xxxxx x xxxx in or further encumber the Premises.

CONVEYANCE AND CLOSING. At the time of closing of the Option: ---------------------- (i) Landlord shall convey to Tenant good, marketable and indefeasible title to the Premises by general warranty deed, in form acceptable to Tenant, free and clear of all liens, claims and encumbrances, and subject only to taxes for the year during which the closing occurs, prorated to the date of such closing date, and to those matters Pemritted Encumbrances shown on Schedule B of the Title Commitment attached hereto and made a part hereof as Exhibit E (the "Permitted Encumbrances"). E. At the time of --------- closing Tenant shall be provided an ALTA standard form Owner's Policy of Title Insurance, including any endorsements required by Tenant, issued by Firelands Abstract & Title (the "Title Company Company") covering the Premises in the amount of $5,000,000, 5,600,000.00 insuring good, marketable, and indefeasible title to the Property in favor of Tenant, free and clear of all liens and encumbrances, and subject only to the Permitted Exceptions. Within fifteen (15) days of the Exercise Notice, Landlord, at its sole cost and expense shall provide to Tenant an updated Title Commitment issued by the Title Company, confirming the current liens, encumbrances, claims and other matters of record affecting the Premises. Landlord hereby represents and warrants to Tenant that as of the date of this Agreement the Premises is subject to no liens, encumbrances, claims or other matters of record, other than the Permitted Encumbrances. Landlord hereby covenants and agrees that during the term of the Option, that Landlord will not mortgage, pledge, hypothecate, transfer, xxxxx x xxxx in or further encumber the Premises. (ii) Landlord shall convey to Tenant good, marketable and indefeasible title to the Equipment by general warranty xxxx of sale in form satisfactory to Tenant in all respects, free and clear of all liens. Landlord warrants and represents to Tenant that as of the Commencement Date, the Equipment is not subject to any liens and security interests in favor of a third party other than JPMorgan Chase Bank. Landlord hereby covenants and agrees that during the term of the Option that Landlord will not mortgage, pledge, hypothecate, transfer, grant a security interest in or encumber the Equipment. Within fifteen (15) days of the Exercise Notice and then again as of the date of closing of the Option, Landlord at its sole cost and expense shall furnish to Tenant then current UCC lien, tax and judgment searches with respect to Landlord from the Secretary of State's office in Ohio and the County Clerk's Records in Wood County, Ohio, reflecting any liens and security interests against the Equipment and any other matters affecting Landlord and the Equipment, which searches shall be satisfactory to Tenant in all respects. The Option Price shall be disbursed at closing in such a manner so as to secure releases of any Equipment liens as of the date of closing of the Option. (iii) Landlord hereby covenants and agrees that at the time of closing of the Option that it shall execute and deliver to Tenant a General Warranty Deed, Xxxx of Sale and such additional documents of transfer and assignment as may be necessary or requested by Tenant to complete the acquisition of the Property, including without limitation the assignment of all warranties and guarantees with respect to any of the Property, any required withdrawal or assignment of trade/business names as to "Buckeye Travel Mall", and any assignments or re-registrations with regards to the USTs. (iv) At the time of closing of the Option, Tenant shall deliver the Option Price, as adjusted, to Landlord, for the benefit of Landlord, in cash or by wire transfer or cash equivalent. Landlord shall pay the expense of any premium for Owner's Policy of Title Insurance (exclusive of endorsements required by Tenant, which shall be paid for by Tenant), its own attorney's fees and all other usual and customary closing fees and recording charges will be shared equally by Landlord and Tenant.

CONVEYANCE AND CLOSING. At the time of closing of the Option: ----------------------Option to Purchase: (i) Landlord shall convey to Tenant good, marketable and indefeasible title to the Premises by general warranty deeda Warranty Deed, in form acceptable to Tenant, free and clear of all liens, claims and encumbrances, and subject only to taxes for the year during which the closing occurs, prorated to the date of such closing date, any exceptions created or agreed to by Tenant and to those matters shown on Schedule B of the Title Commitment attached hereto and made a part hereof as Exhibit E (the "Permitted Encumbrances"). At the time of closing Tenant shall be provided provided, at Landlord’s expense, an ALTA standard form Owner's ’s Policy of Title Insurance, including any endorsements required by Tenant, that are available at no additional charge to Landlord, issued by a title company reasonably acceptable to Landlord and Tenant (the “Title Company Company”) covering the Premises in the amount of $5,000,000, the purchase price insuring good, marketable, and indefeasible title to the Property in favor of Tenant, free and clear of all liens and encumbrances, and subject only to the Permitted Exceptions. Within fifteen Encumbrances. (15ii) days of the Exercise Notice, Landlord, at its sole cost and expense Landlord shall provide convey to Tenant an updated Title Commitment issued good, marketable and indefeasible title to the Equipment by general warranty xxxx of sale in form satisfactory to Tenant in all respects, free and clear of all liens created by Landlord. Any local or state sales or use taxes occasioned by this sale transaction shall be allocated to and paid by the Title Company, confirming respective parties in accordance with common practice in the current liens, encumbrances, claims and other matters State of record affecting the Premises. Landlord hereby represents and warrants to Tenant that as of the date Washington for real estate transactions of this Agreement the Premises is subject to no liens, encumbrances, claims or other matters of record, other than the Permitted Encumbrances. kind. (iii) Landlord hereby covenants and agrees that during at the term time of closing under the Option to Purchase that it shall execute and deliver to Tenant a Warranty Deed, Xxxx of Sale and such additional documents of transfer and assignment as may be necessary or requested by Tenant to complete the acquisition of the OptionProperty, that including without limitation the assignment of all warranties and guarantees with respect to any of the Property, and any assignments or re-registrations with regard to the USTs. (iv) At the time of closing under the Option to Purchase, Tenant shall deliver the Purchase Price, to Landlord, for the benefit of Landlord, in cash or by wire transfer or cash equivalent. Landlord shall pay the expense of any premium for Owner’s Policy of Title Insurance (exclusive of endorsements required by Tenant, which shall be paid for by Tenant), its own attorney’s fees and all other usual and customary closing fees and recording charges will not mortgagebe shared equally by Landlord and Tenant as is customary in Spokane County, pledge, hypothecate, transfer, xxxxx x xxxx in or further encumber Washington. (v) This Lease Agreement shall terminate at the Premisesclosing of this purchase.

CONVEYANCE AND CLOSING. At the time of closing of the Option: ---------------------- (i) Landlord shall convey to Tenant good, marketable and indefeasible title to the Premises Real Property by general warranty deed, in form acceptable to Tenant, free and clear of all liens, claims and encumbrances, and subject only to taxes for the year during which the closing occurs, prorated to the date of such closing date, and to those matters shown on Schedule B of the Title Commitment attached hereto and made a part hereof as Exhibit E G (the "Permitted EncumbrancesExceptions"). At the time of closing Tenant shall be provided an ALTA standard form Owner's Policy of Title Insurance, including any endorsements required by Tenant, Insurance issued by the Title Company covering the Real Property and the Premises in the amount of $5,000,0005,600,000.00, insuring good, marketable, and indefeasible title to the Property in favor of Tenant, free and clear of all liens and encumbrances, and subject only to the Permitted Exceptions. Within fifteen (15) days of the Exercise Notice, Landlord, at its sole cost and expense shall provide to Tenant an updated Title Commitment issued by the Title CompanyCommitment, confirming the current liens, encumbrances, claims and other matters of record affecting the PremisesReal Property. Landlord hereby represents and warrants to Tenant that as of the date of this Agreement the Premises Real Property is subject a first lien mortgage in favor of National City Bank, Northeast, a national banking association (the "Mortgage Lender"), securing the payment of that certain promissory note in the original principal amount of Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00; the "Loan"), signed by Landlord and payable to no liens, encumbrances, claims or other matters the Mortgage Lender. As of record, other than the Permitted Encumbrancesdate of this Lease the unpaid principal balance of the Loan is $3,500,000.00 (the "Principal Balance"). Landlord hereby covenants and agrees that during the term of the Option, that Landlord will not mortgage, pledge, hypothecate, transfer, xxxxx x xxxx in or further encumber the PremisesReal Property, and that the indebtedness secured thereby shall never be greater than $3,500,000.00. (ii) Tewel shall convey to Tenant good, marketable and indefeasible title to the Equipment by general warranty xxxx of sale in form satisfactory to Tenant in all respects, free and clear of all liens. Tewel warrants and represents to Tenant that as of the Commencement Date of the Equipment Lease, the Equipment is subject only to the liens and security interests in favor of the Mortgage Lender securing the Loan. Tewel hereby covenants and agrees that during the term of the Option that Tewel will not mortgage, pledge, hypothecate, transfer, grant a security interest in or further encumber the Equipment, and that the indebtedness secured thereby shall never be greater than $3,500,000.00. Within fifteen (15) days of the Exercise Notice and then again as of the date of closing of the Option, Tewel at its sole cost and expense shall furnish to Tenant then current UCC lien, tax and judgment searches with respect to Tewel and Landlord from the Secretary of State's office in Ohio and the County Clerk's Records in Wood County, Ohio reflecting any liens and security interests against the Equipment and any other matters affecting Landlord, Tewel and the Equipment, which searches shall be satisfactory to Tenant in all respects. The Option Price shall be disbursed at closing in such a manner so as to secure releases of any Equipment Liens as of the date of closing of the Option. (iii) Contemporaneously with the execution of this Lease, Landlord and Tewel shall execute the General Warranty Deed, Xxxx of Sale and such other additional documents as Tenant may request, which shall be required to be delivered in connection with the closing of the Option, and deposit the same with the Title Company to be held in escrow pending the closing of the Option, pursuant to the terms of that certain Escrow Agreement to be executed by and between Landlord, Tewel, Tenant and the Title Company. Any fee to be charged by the Title Company for serving as provided under the terms of the Escrow Agreement shall be borne, one-half (1/2) by Landlord and Tewel and one-half (1/2) by Tenant. In addition, Landlord and Tewel hereby covenant and agree that at the time of closing of the Option that they each shall execute such additional documents of transfer and assignment as may be necessary to complete the acquisition of the Property, including without limitation the assignment of all warranties and guarantees with respect to any of the Property, any required withdrawal or assignment of trade/business names as to "Buckeye Travel Mall", and any assignments or re-registrations with regards to the USTs. (iv) At the time of closing of the Option, Tenant shall deliver the Option Price, as adjusted, to Landlord, for the benefit of Landlord and Tewel, in cash or by wire transfer or cash equivalent. Tenant shall pay the expense of any premium for Mortgagee's Title Insurance coverage, one-half (1/2) of the escrow fee of the Title Company for serving under the terms of the Escrow Agreement, its own attorney's fees and the usual and customary recording charges allocated to the buyer in similar type transactions. As to the payment of the premiums for the Leasehold Owner's Policy of Title Insurance to be provided to Tenant pursuant to the terms of the Acquisition Agreement upon the closing of the transactions thereunder and in connection with the execution and delivery of this Lease, and with respect to the Owner's Policy of Title Insurance to be provided to Tenant upon the closing of the Option, Landlord and/or Tewel shall pay the first $10,000.00 of such premium expense and Tenant on the one hand, and Landlord and Tewel on the other shall share equally the additional premium expense in excess of $10,000.00. Landlord and Tewel shall also pay one-half (1/2) of the Title Company's escrow fee, the survey expense, if any, any transfer or real estate tax associated with the conveyance of the Property, the expense associated with re- registration of the USTs, the expense associated with the UCC lien, tax and judgement searches and obtaining UCC lien release in regards thereto, and the fees and the usual and customary document drafting and recording charges allocated to the seller in similar type transactions.

CONVEYANCE AND CLOSING. At the time of closing of the Option: ----------------------Option to Purchase: (i) Landlord shall convey to Tenant good, marketable and indefeasible title to the Premises by general warranty deeda Warranty Deed, in form acceptable to Tenant, free and clear of all liens, claims and encumbrances, and subject only to taxes for the year during which the closing occurs, prorated to the date of such closing date, any exceptions created or agreed to by Tenant and to those matters shown on Schedule B of the Title Commitment attached hereto and made a part hereof as Exhibit E (the "Permitted Encumbrances"). At the time of closing Tenant shall be provided provided, at Tenant’s expense, an ALTA standard form Owner's ’s Policy of Title Insurance, including any endorsements required by Tenant, that are available at no additional charge to Landlord, issued by a title company reasonably acceptable to Landlord and Tenant (the “Title Company Company”) covering the Premises in the amount of $5,000,000, the purchase price insuring good, marketable, and indefeasible title to the Property in favor of Tenant, free and clear of all liens and encumbrances, and subject only to such other of the Permitted Exceptions. Within fifteen Encumbrances as Tenant may agree. (15ii) days of the Exercise Notice, Landlord, at its sole cost and expense Landlord shall provide convey to Tenant an updated Title Commitment issued good, marketable and indefeasible title to the Equipment by general warranty Xxxx of Sale in form satisfactory to Tenant in all respects, free and clear of all liens created by Landlord. Any local or state sales or use taxes occasioned by this sale transaction, attributable to the Real Property or the Equipment, shall be allocated to and paid by the Title Company, confirming respective parties in accordance with common practice in the current liens, encumbrances, claims and other matters State of record affecting the Premises. Landlord hereby represents and warrants to Tenant that as of the date New York for real estate transactions of this Agreement the Premises is subject to no lienskind, encumbrances, claims or other matters of record, other than the Permitted Encumbrances. and Landlord shall comply with New York State Sales and Use Tax Law in all respects. (iii) Landlord hereby covenants and agrees that during at the term time of closing under the Option to Purchase that it shall execute and deliver to Tenant a Warranty Deed, Xxxx of Sale and such additional documents of transfer and assignment as may be necessary or requested by Tenant to complete the acquisition of the OptionProperty, that including without limitation the assignment of all warranties and guarantees with respect to any of the Property, and any assignments or re-registrations with regard to the USTs. (iv) At the time of closing under the Option to Purchase, Tenant shall deliver the Purchase Price, to Landlord, in cash or by wire transfer or cash equivalent. Tenant shall pay the expense of any premium for Owner’s Policy of Title Insurance (including endorsements required by Tenant, which shall be paid for by Tenant), its own attorney’s fees, and all other usual and customary closing fees and recording charges will be shared by Landlord will and Tenant as is customary in Seneca County, New York. (v) This Lease Agreement shall terminate at the closing of this purchase. (vi) The Option Right shall terminate if not mortgage, pledge, hypothecate, transfer, xxxxx x xxxx in exercised by the expiration of the Initial Term or further encumber expiration of applicable Renewal Terms or earlier expiration of the PremisesLease.

CONVEYANCE AND CLOSING. At the time of The closing of this sale shall take place at the Option: ---------------------- i) Landlord office of the Title Company or at another mutually agreed location. Seller and Buyer agree to complete the transactions contemplated under this Agreement on or before September 1, 2017 (the “Closing Date”), which date can be extended by a written agreement signed by both parties. Seller shall convey to Tenant goodBuyer, or its assignee or designee, marketable and indefeasible insurable title to the Premises Real Estate by general warranty deed, in the form acceptable to Tenantof which is agreed upon by the parties, free and clear of all liens, claims and any encumbrances, and subject only Buyer shall pay the Purchase Price, which shall be released to taxes for Seller or its designee, within ten (10) business days from the year during which day the closing occursSeller is able to provide a marketable and insurable title (the “Closing”). Upon meeting all conditions of Closing and this Agreement, prorated to the date of such closing date, and to those matters shown on Schedule B Buyer shall take immediate possession of the Title Commitment attached hereto and made a part hereof as Exhibit E Real Estate, subject to any rights of tenants (the "Permitted Encumbrances"“Possession”). At the time of closing Tenant Seller shall be provided an ALTA standard form Owner's Policy of Title Insuranceresponsible for transfer taxes, including any endorsements required by Tenantdeed(s) preparation; and shall convey marketable title, issued by the Title Company covering the Premises in the amount of $5,000,000, insuring good, marketable, and indefeasible title to the Property in favor of Tenant, free and clear of all liens and encumbrances, and except subject only to the Permitted Exceptions. Within fifteen (15) days , to the Real Estate by deed of the Exercise Noticegeneral warranty in fee simple absolute, Landlordfree, at its sole cost clear and expense shall provide to Tenant an updated Title Commitment issued by the Title Company, confirming the current liens, encumbrances, claims and other matters of record affecting the Premises. Landlord hereby represents and warrants to Tenant that unencumbered as of the date Closing, including but not limited to tenant’s rights to quiet enjoyment of the subject property. This representation and warranty shall survive the Closing. To the extent the Seller receives payments directly from tenants in the Real Estate under this Agreement for the Premises is subject to no liensfirst month’s rent, encumbrances, claims or other matters of record, other than the Permitted Encumbrances. Landlord hereby covenants and Buyer agrees that during the term Seller shall retain such payments. Any existing encumbrances upon the Real Estate which the Seller is required to remove under this Agreement may be paid and discharged with the Purchase Price at the time of Closing, or if the Buyer elects in writing as a fully integrated amendment to this Agreement, assumed with abatement of the Option, that Landlord will not mortgage, pledge, hypothecate, transfer, xxxxx x xxxx Purchase Price in or further encumber an amount equal to the Premisesencumbrance(s).