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 termination of the Company’s subleasehold interest in the Facility pursuant to Section 8.2 hereof, the Agency shall, upon receipt of the Purchase Payment, deliver to the Company, at the Company's sole cost and expense, all necessary documents to reflect the termination of the Agency’s leasehold interest.
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 Facility, as the Facility exists, subject only to the following: (A) any Liens to which title to the Facility was subject when conveyed to the Agency, (B) any Liens created at the request of the Company or to the creation of which the Company consented, (C) any Permitted Encumbrances, including, without limitation, the lien of the Mortgage, if not previously discharged, 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 Facility 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 (but not including any Unassigned Rights). Upon the conveyance of the Facility by the Agency to the Company pursuant to this Article XI, the PILOT Agreement shall terminate. The rights and obligations of the Company and the Agency under this Section 11.4 shall survive the expiration or termination of this Facility Lease Agreement.
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 any purchase ---------------------- of the Campus pursuant to Section 11.3 hereof, the Lessor shall, upon receipt of the purchase price, deliver to the Lessee all necessary documents (i) to convey to the Lessee good and marketable fee simple title to the Campus free and clear of all tenancies, liens, encumbrances, restrictions and easements except those set forth in the title insurance policy issued at the request of the Lessor on the Delivery Date, and such others as the Lessee may accept; and (ii) to release and convey to the Lessee all of the Lessor's rights and interest in and any rights of action or any future Net Proceeds of insurance or condemnation awards with respect to the Campus. The deed to be delivered by Lessor shall be of the same type which the Lessor received upon the purchase of the Campus and in the usual form, suitable for recording. The Lessee shall pay all state and local documentary taxes imposed upon the transfer of the real estate and the cost of the preparation of the deed. The Lessee shall also pay for any examination of title, the costs of any loan obtained in connection with its purchase of the Campus and all its reasonable fees and costs incurred in connection with the closing, including (except as provided in Section 11.3(c)) those of the Lessor in connection with the conveyance of the Campus pursuant to this Section 11.4.
Conveyance on Purchase. At the closing of any purchase of the Existing Campus and, on and from the Delivery Date, the Expanded Campus pursuant to Section 11.3 hereof, the Lessor shall, upon receipt of the purchase price, deliver to the Lessee all necessary documents (i) to convey to the Lessee good and marketable fee simple title to the Existing Campus and, on and from the Delivery Date, the Expanded Campus free and clear of all tenancies, liens, encumbrances, restrictions and easements except those set forth in the title insurance policy issued at the request of the Lessor on the Delivery Date, and such others as the Lessee may accept; and (ii) to release and convey to the Lessee all of the Lessor’s rights and interest in and any rights of action or any future Net Proceeds of insurance or condemnation awards with respect to the Existing Campus and, on and from the Delivery Date, the Expanded Campus. The deed to be delivered by Lessor shall be of the same type which the Lessor received upon the purchase of the Existing Campus and, on and from the Delivery Date, the Expanded Campus and in the usual form, suitable for recording. The Lessee shall pay all state and local documentary taxes imposed upon the transfer of the real estate and the cost of the preparation of the deed. The Lessee shall also pay for any examination of title, the costs of any loan obtained in connection with its purchase of the Existing Campus and, on and from the Delivery Date, the Expanded Campus and all its reasonable fees and costs incurred in connection with the closing, including (except as provided in Section 11.3(c)) those of the Lessor in connection with the conveyance of the Existing Campus and, on and from the Delivery Date, the Expanded Campus, or part thereof, pursuant to this Section 11.4.
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 and request the Mortgagee to deliver to the Company all necessary documents (i) to convey to the Company title to the Property being purchased, as such Property exists, subject only to the following: (A) any Liens to which title to such Property was subject when conveyed to the Agency.
