Conveyance on Purchase. At the closing of any purchase of the Project as provided hereunder, the Board shall upon receipt of the purchase price deliver to the Company documents conveying to the Company good and marketable fee simple title in and to the Project, subject to the following: (a) those liens, security interests and encumbrances (if any) to which such title in and to said property was subject at the effective date of this Agreement but excluding this Agreement and the Indenture; (b) those liens and encumbrances created by the Company or to the creation or suffering of which the Company consented; (c) those liens and encumbrances resulting from the failure of the Company to perform or observe any of its agreements contained herein; and (d) Permitted Encumbrances other than this Agreement and the indenture.
Conveyance on Purchase. At the closing of the purchase pursuant to the exercise of any option to purchase granted in this Article, the Issuer will, upon receipt of the applicable purchase price (if any), deliver to the Lessee the following:
(a) If the Indenture shall not at the time have been satisfied in full, a release by the Issuer from the provisions of the Indenture of the property with respect to which such option was exercised.
(b) Documents (including, without limitation, a limited warranty deed and a bill of sale) customarily used in commercial real estate transacxxxxs involving improved property conveying to the Lessee good and marketable title to the Project with respect to which such option was exercised as such Project then exists, subject to the following: (i) those liens and encumbrances (if any) to which title to said property was subject when conveyed to the Issuer; (ii) those liens and encumbrances created by the Lessee or to the creation or suffering of which the Lessee consented in writing; (iii) those liens and encumbrances resulting from the failure of the Lessee to perform or observe any of the agreements on its part contained in this Lease; and (iv) if the option is exercised while any condemnation proceeding is pending the rights and title of the condemning authority. Notwithstanding the foregoing, in order to facilitate the transfer of the Project to the Lessee upon the Lessee's exercise of an option to purchase provided in this Article XI, the Issuer agrees to execute and deliver to the Trustee, as escrow agent, on the date of execution and delivery of this Lease the documents referred to in subsection (b) above to be held pursuant to a Documents Escrow Agreement dated as of December 1, 2002 among the Issuer, the Lessee and the Trustee. The Issuer hereby appoints the Lessee as its attorney-in-fact for the purpose of dating, completing and filing such documents upon satisfaction by the Lessee of any and all conditions to the exercise of such purchase option as provided herein, and acknowledges and agrees that such appointment is irrevocable and coupled with an interest.
Conveyance on Purchase. At the closing of the purchase pursuant to Section 10.2, Issuer will upon receipt of the purchase price deliver to City the following:
(a) if at such time the Indenture has not been satisfied in full, a release by the Trustee from the lien or security interest, if any, of the Indenture in the property with respect to which such purchase is being consummated; and
(b) documents conveying to City good and marketable fee simple title in and to the property with respect to which such purchase is being consummated, as such property then exists, subject to the following: (i) those liens, security interests and encumbrances (if any) to which such title in and to said property was subject when conveyed to Issuer, (ii) those liens, security interests and encumbrances created by City or to the creation or suffering of which City consented, (iii) those liens, security interests and encumbrances resulting from the failure of City to perform or observe any of its agreements contained herein, and (iv) Permitted Encumbrances other than the Indenture.
Conveyance on Purchase. At the closing of any purchase of the Facility pursuant to Section 11.3 hereof, the Agency shall, upon receipt of the purchase price, deliver to the Company all necessary documents (i) to convey to the Company title to the Property being purchased, as such Property exists, based on the legal description attached hereto as Exhibit A, subject only to the following: (A) any Liens to which title to such Property was subject when conveyed to the Agency, (B) any Liens created at the request of the Company, to the creation of which the Company consented or in the creation of which the Company acquiesced, (C) any Permitted Encumbrances and (D) any Liens resulting from the failure of the Company to perform or observe any of the agreements on its part contained in this Lease Agreement or arising out of an Event of Default hereunder and (ii) to release and convey to the Company all of the Agency's rights and interest in and to any rights of action or any Net Proceeds of insurance or Condemnation awards with respect to the Facility. Upon the conveyance of the Facility by the Agency to the Company pursuant to this Article XI, the PILOT Agreement shall terminate.
Conveyance on Purchase. At the closing of any purchase pursuant to Article XI or Article XII hereof or pursuant to the exercise of any option to purchase granted herein, the Issuer will upon receipt of the purchase price by it or by the Trustee on its behalf deliver to the Lessee the Quitclaim Deed and Xxxx of Sale or similar documents satisfactory to the Lessee conveying to the Lessee good and marketable title in and to the property with respect to which such obligation or option was exercised, by quitclaim deed and/or xxxx of sale without other warranty of title, subject to the following, (i) those liens and encumbrances (if any) to which such title in and to said property was subject when conveyed to the Issuer, (ii) those liens and encumbrances created by the Lessee or to the creation or suffering of which the Lessee consented in writing, (iii) those liens, security interests and encumbrances resulting from the failure of the Lessee to perform or observe any of the agreements on its part contained in this Lease and (iv) Permitted Encumbrances other than the Indenture and this Lease.
Conveyance on Purchase. 14 7.5 Expenses ......................................................... 15 ARTICLE VIII MISCELLANEOUS ................................................ 15 8.1 Notices .......................................................... 15 8.2 Binding Effect ................................................... 15 8.3 Severability ..................................................... 16 8.4
Conveyance on Purchase. At the closing of the purchase of the Project pursuant to Section 7.3 hereof, the Agency shall, upon receipt of the purchase price, deliver all necessary documents (a) to convey to the Lessee title to the Project being purchased, as the Project exists, subject only to the following: (i) any Liens to which title was subject when conveyed to the Agency, (ii) any Liens created at the request of the Lessee, to the creation of which the Lessee consented or in the creation of which the Lessee acquiesced, (iii) any Permitted Encumbrances, and (iv) any Liens resulting from the failure of the Lessee to perform or observe any of its agreements contained in this Lease or arising out of an Event of Default; (b) to release and convey to the Lessee all of the Agency's rights and interest in and to any rights of action (other than under Section 4.8) or any Net Proceeds of insurance or condemnation awards with respect to the Project; and (c) to discharge and release any security interest or lien of any nature held by the Bank.
Conveyance on Purchase. In the event of any purchase of Lessor's --------------------- interest in the Project or the remaining portion or remainder of the Project by Lessee pursuant to any provision of this Lease, Lessor shall convey merchantable title by quitclaim deed thereto to Lessee, but Lessor shall not otherwise be obligated to give or assign any better title to Lessee than existed on the first day of the Term. Lessee shall accept such title, subject, however, to (i) any liens, encumbrances, charges, exceptions and restrictions not created or caused by Lessor or caused by Lessor at the request of lessee and/or Sublessee, and (ii) any laws, regulations and ordinances. Although Lessor shall be obligated to convey title to the Project as aforesaid on the date of purchase upon receipt of the purchase price therefor, Lessor shall nevertheless have such additional time as is reasonably required by Lessor to deliver or cause to be delivered to Lessee, at Lessee's expense, all instruments and documents reasonably required by Lessee and necessary to remove from record or otherwise discharge any liens, encumbrances, charges or restrictions in order that Lessor may convey title as aforesaid.
Conveyance on Purchase. In the event of any Purchase of the Leased Property by Lessee pursuant to any provision of this Lease, Lessor shall (i) convey merchantable title to the Leased Property, but Lessor shall not be obligated to give or assign any better title to Lessee than existed on the first day of the Term. In the event of any purchase of the Leased Property by Lessee pursuant to any provision of this Lease, Lessor shall convey title free of any liens, encumbrances, charges, exceptions and restrictions created or caused by Lessor. Although Lessor shall exercise its option to convey title to the Leased Property as aforesaid on the date of purchase upon receipt of the purchase price therefor, Lessor shall nevertheless have such additional time as is reasonably required by Lessor to deliver or cause to be delivered to Lessee all instruments and documents reasonably required by Lessee and necessary to remove from record or otherwise discharge any liens, encumbrances, charges or restrictions in order that Lessor may convey title as aforesaid.
Conveyance on Purchase. At the closing of the purchase of the Project Facility pursuant to Section 11.3 hereof, the Agency shall, upon receipt of the purchase price, deliver to the Company all necessary documents (a) to release and convey to the Company all of the Agency's right and interest in and to any rights of action or any Net Proceeds of insurance or Condemnation awards with respect to the Facility and (b) to transfer to the Company all of the Agency's right, title and interest to the Equipment.
