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 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 G (the "Permitted Exceptions"). At the time of closing Tenant shall be provided an ALTA standard form Owner's Policy of Title Insurance issued by the Title Company covering the Real Property and the Premises in the amount of $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 Commitment, confirming the current liens, encumbrances, claims and other matters of record affecting the Real Property. Landlord hereby represents and warrants to Tenant that as of the date of this Agreement the 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 the Mortgage Lender. As of the date 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 Real Property, and that the indebtedness secured thereby shall never be greater than $3,500,000.00.

CONVEYANCE AND CLOSING. At the time of closing of the Option: ---------------------- (i) Landlord Seller shall convey to Tenant good, marketable and indefeasible title to the Real Property Estate by general warranty deed_______________________ deed with release of dower right, in form acceptable to Tenantif any, SUBJECT TO THE MATTERS SHOWN ON THE COMMITMENTS FOR TITLE INSURANCE PROVIDED TO BIDDERS PRIOR TO THE SALE AND SUBJECT TO THE RIGHTS OF THE TENANTS, if any, under existing leases and state law. Title shall be free and clear unencumbered as of Closing Date, except for matters referred to in the preceding sentence and restrictions and easements of record and except the following assessments (certified or otherwise): If title to all liensor part of the real estate is unmarketable, claims and encumbrances, and subject only to taxes for the year during which the closing occurs, prorated as determined by Ohio law with reference 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 G (the "Permitted Exceptions"). At the time of closing Tenant shall be provided an ALTA standard form Owner's Policy Ohio State Bar Association’s Standards of Title Insurance issued by the Title Company covering the Real Property and the Premises in the amount of $5,600,000.00, insuring good, marketable, and indefeasible title Examination or is subject 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 Commitment, confirming the current liens, encumbrances, claims and easements, conditions, restrictions or encroachments other matters of record affecting than those excepted above, Buyer must notify the Real Property. Landlord hereby represents and warrants to Tenant that as Seller or Seller’s Broker in writing of the objection to the title no less than ten (10) calendar days prior to the Closing Date. Upon receipt of Buyer’s written notice of an objection permitted herein, the Seller shall, within (30) calendar days, remedy or remove any such defect, lien, encumbrance, easement, condition, restriction or encroachment, or obtain title insurance without exception therefor. The date of this Agreement closing shall be extended to the Real Property is extent necessary to accommodate Seller’s efforts to remedy or remove items subject a first lien mortgage in favor to the objection. Failure of National City Bank, Northeast, a national banking association (the "Mortgage Lender"), securing Seller to cure the payment of that certain promissory note Buyer’s objection shall result in the original principal amount termination of Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00; this Contract. Seller is not obligated to incur any expense in curing Buyer’s objection, in the "Loan")event that the cure of the objection will subject the Seller to additional expense, signed Seller shall have the option to either cure the objection at Seller’s expense or to terminate the Contract by Landlord and payable delivering a written Notice of Termination to the Mortgage LenderBuyer or Buyer’s Broker. As Xxxxx’s failure to object as permitted herein constitutes a waiver of the date 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 Real Property, and that the indebtedness secured thereby shall never be greater than $3,500,000.00Buyer’s right to object.

CONVEYANCE AND CLOSING. At the time of The closing of this sale shall take place at the Option: ---------------------- 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 (i) Landlord 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 Real Property 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 G Real Estate, subject to any rights of tenants (the "Permitted Exceptions"“Possession”). At the time of closing Tenant Seller shall be provided an ALTA standard form Owner's Policy of Title Insurance issued by the Title Company covering the Real Property responsible for transfer taxes, deed(s) preparation; and the Premises in the amount of $5,600,000.00shall convey marketable title, 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 of the Exercise Notice, Landlord, at its sole cost and expense shall provide to Tenant an updated Title Commitment issued by the Title Commitment, confirming the current liens, encumbrances, claims and other matters of record affecting the Real Property. Landlord hereby represents Estate by deed of general warranty in fee simple absolute, free, clear 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 first month’s rent, the Buyer agrees that the Seller shall retain such payments. Any existing encumbrances upon the Real Property Estate which the Seller is subject 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 first lien mortgage fully integrated amendment to this Agreement, assumed with abatement of the Purchase Price 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 an amount of Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00; the "Loan"), signed by Landlord and payable equal to the Mortgage Lender. As of the date of this Lease the unpaid principal balance of the Loan is $3,500,000.00 (the "Principal Balance"encumbrance(s). 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 Real Property, and that the indebtedness secured thereby shall never be greater than $3,500,000.00.

CONVEYANCE AND CLOSING. At the time of The closing of this sale shall take place at the Option: ---------------------- 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 15, 2017 (i) Landlord 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 Real Property 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 G Real Estate, subject to any rights of tenants (the "Permitted Exceptions"“Possession”). At the time of closing Tenant Seller shall be provided an ALTA standard form Owner's Policy of Title Insurance issued by the Title Company covering the Real Property responsible for transfer taxes, deed(s) preparation; and the Premises in the amount of $5,600,000.00shall convey marketable title, 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 of the Exercise Notice, Landlord, at its sole cost and expense shall provide to Tenant an updated Title Commitment issued by the Title Commitment, confirming the current liens, encumbrances, claims and other matters of record affecting the Real Property. Landlord hereby represents Estate by deed of general warranty in fee simple absolute, free, clear 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 first month’s rent, the Buyer agrees that the Seller shall retain such payments. Any existing encumbrances upon the Real Property Estate which the Seller is subject 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 first lien mortgage fully integrated amendment to this Agreement, assumed with abatement of the Purchase Price in favor of National City Bankan amount equal to the encumbrance(s).” TO THE EXTENT NOT AMENDED HEREIN, NortheastTHE BALANCE OF THE PURCHASE AGREEMENT REMAINS IN FULL FORCE AND EFFECT. AGREED: AHIT Valfre, LLP, a national banking association (Maryland limited liability partnership, by and through its General Partner, Corix Bioscience, Inc., a Maryland corporation /s/ Xxxx Xxxxxxxxx By: Xxxx Xxxxxxxxx Its: Authorized Director on the "Mortgage Lender")Real Estate Committee Date: September 12, 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")2017 /s/ Xxxxxxx Xxxxx-xxx Yule By: Xxxxxxx Xxxxx-xxx Yule, signed by Landlord and payable to the Mortgage Lender. As as Trustee of the date of this Lease the unpaid principal balance of the Loan is $3,500,000.00 (the "Principal Balance"). Landlord hereby covenants Xxxxxxx Xxxxx-xxx Yule and agrees that during the term of the OptionXxxxxx Xxxxx Yule Family Trust, that Landlord will not mortgageMarch 27 2009 Date: September 12, pledge, hypothecate, transfer, xxxxx x xxxx in or further encumber the Real Property, and that the indebtedness secured thereby shall never be greater than $3,500,000.00.2017