Conveyance Requirements. Buyer’s obligation to purchase and acquire the Property at Closing is contingent upon the satisfaction of the following requirements (collectively, “Conveyance Requirements”):
(a) Buyer has received the Final Title Commitment (as hereafter defined) in accordance with this Agreement; (b) Seller is able to convey fee simple title to the Real Estate, free and clear of any lien or other material encumbrance that does not constitute a Permitted Exception (as hereafter defined); and (c) Seller is able to deliver possession of the Property at the required time (as specified by the terms of this Agreement) and substantially in its present condition (except as otherwise provided in Section 24 below), but subject to the Permitted Exceptions. For purposes of this Agreement, the title to the Property shall be deemed sufficient, good and marketable if Seller is able to convey and transfer the Property in conformance with the Conveyance Requirements. If Seller is unable to convey and transfer the Property in conformance with the Conveyance Requirements: (i) such inability shall constitute a failure of said condition, but not a Seller default; and (ii) either party may terminate this Agreement prior to Closing by written notice to the other; provided, however, prior to any such termination by Buyer, Buyer must give Seller sufficient written notice of the nonconformity to enable Seller to cure such nonconformity, and Seller shall have the right to extend the date of Closing up to forty-five (45) days in order to cure such nonconformity. In the event of termination by either party pursuant to this Section, Buyer shall be entitled to the return of the Xxxxxxx Money as Buyer’s sole and exclusive remedy for such nonconformity and for the termination of this Agreement.
Conveyance Requirements. As used herein, the term “Conveyance Requirements” refers to Buyer’s right to require, as a condition to Buyer’s obligation to acquire the Property at Closing, that Seller is able to: (a) convey the Property in substantially its present condition (except as otherwise provided in Section 17 below); and (b) convey to Buyer fee simple title with respect to the Property subject to the Permitted Exceptions but otherwise free and clear of:
(i) any mortgage or other lien except the lien for current, non-delinquent Taxes; (ii) any surface lease; and (iii) any other material encumbrance that does not constitute a Permitted Exception. For purposes of this Agreement, Seller shall be deemed to have marketable title if Seller is able to convey the Property in conformance with the Conveyance Requirements.
Conveyance Requirements. Buyer’s obligation to purchase and acquire the Property at Closing is contingent upon the satisfaction of the following conditions and requirements (collectively, the “Conveyance Requirements”): (i) that Buyer has received the Final Title Commitment in accordance with the terms of this Agreement;
Conveyance Requirements. If the Developer is to convey the Improvements to the District or City, rather than to a regional service provider, the Developer shall convey the Improvements to the District or City by general warranty deed or other appropriate instrument of conveyance, with full warranties, free and clear of any liens, claims, encumbrance, options, charges, assessments, restrictions, laminations or reservations, including liens for ad valorem taxes for past and current years, and payments due to construction contractors, laborers, or materialmen. The Developer shall provide reasonable proof of title and proof of no liens, claims, or encumbrances. Each conveyance shall include all easements within which the Improvements of the District are located, unless such easements have been dedicated to the public, and all easements necessary to own, operate and maintain the Improvements. Each conveyance shall additionally include fee simple title to any and all plant sites, together with necessary rights of way where such site or sites are not directly accessible by a dedicated public street, and all licenses, franchises and permits for the Improvements. The Developer shall also assign, in writing, all of its contractors' and materialmen's warranties relating to the Improvements. All documents or instruments of conveyance, transfer, or assignment hereunder shall be in a form and content acceptable to the District's attorneys. In the event the Improvements so bonded have been constructed in the name of the District, the Developer, at the time of reimbursement by the District, shall deliver to the District a release of all liens upon the bonded Improvements securing the costs of construction of the bonded Improvements advanced by a third party lender.
Conveyance Requirements. In the event of the purchase of the Premises and/or the Equipment by Lessee as provided in Section 22.1, Lessor shall convey to Lessee or its designee by its general warranty deed and bill xx sale, good, record and marketable title to the Premises and the Equipment, subject only to Permitted Encumbrances, real estate taxes which are not delinquent and liens caused or created by Lessee, but free and clear of all mortgages, security deeds, liens, encumbrances and security interests securing any indebtedness of Lessor. The purchase price shall be paid in cash by wire transfer of immediately available funds at the time of the closing; provided that if the Premises has suffered any damage covered by the insurance described in Section 4.5, Lessor and the holders of any mortgages on the Premises shall pay to Lessee all of the proceeds of such insurance not previously paid to Lessee, or to the extent such proceeds have not been collected, assign to Lessee all of their respective rights and interests therein to Lessee; or at its election Lessee may reduce the purchase price paid by the amount of such proceeds and deduct such sum from the purchase price payable at the closing. Lessor shall be responsible for and shall pay one-half of all closing costs. Closing costs shall include the costs of title insurance, a survey, any escrow charges, costs of recording deeds and all documentary stamps and similar taxes on the recordation of the deeds. Each party shall be responsible for the fees of its respective counsel in connection with the transactions contemplated by this Section 22.
Conveyance Requirements. In the event Lessee exercises either its option to purchase from Lessors the Premises and Equipment as provided in Section 2.2 or its option to purchase from Lessors the Premises alone as provided in Section 2.3, such purchase will be consummated within one hundred eighty (180) days of Lessee's applicable notice to Lessors. Lessors shall convey to Lessee or its designee by a quitclaim deed, good record and marketable title to the Premises and, if applicable, good and valid title to the Equipment, subject only to Permitted Encumbrances (as hereinafter defined), real estate taxes which are not delinquent and liens caused or created by Lessee, but free and clear of all mortgages, security deeds, liens, encumbrances and security interests securing any indebtedness of Lessors. The purchase price shall be paid in cash by wire transfer of immediately available funds at the time of the closing; provided that if the Premises have suffered any damage covered by the insurance described in Section 4.4, Lessors and the holders of any mortgages on the Premises shall pay to Lessee all of the proceeds of such insurance not previously paid to Lessee, or to the extent such proceeds have not been collected, assign to Lessee all of their respective rights and interests therein to Lessee; or at its election Lessee may reduce the purchase price paid by the amount of such proceeds and deduct such sum from the purchase price payable at the closing. Lessors shall be responsible for and shall pay one-half of all closing costs. Closing costs shall include the costs of title insurance, a survey, any escrow charges, costs of recording deeds and all documentary stamps and similar taxes on the recordation of the deeds. Each party shall be responsible for the fees of its respective counsel.
Conveyance Requirements. Seller covenants and warrants that Seller is able to: (a) convey the Property in substantially its present condition (except as otherwise provided in Section 20 below); and (b) convey to Buyer fee simple title with respect to the Property free and clear of any lien (except the lien for current, non-delinquent Taxes), but subject to the Permitted Exceptions, as defined below (the “Conveyance Requirements”). For purposes of this Agreement, Seller shall be deemed to have marketable title if Seller is able to convey the Property in conformance with the Conveyance Requirements.
Conveyance Requirements. The Purchased Land shall be conveyed by Landlord and purchased by Tenant subject to: (i) those Permitted Exceptions set forth on EXHIBIT 2 annexed hereto, (ii) the standard exceptions and provisions contained in the form of insuring agreement employed by Tenant's title company, (iii) all matters arising out of this Lease and/or which are the responsibility of Tenant under this Lease (eg. taxes and assessments) (the "EXCEPTIONS"). Landlord shall remove liens it places of record or suffers to exist by its actions. Notwithstanding anything contained in this ARTICLE 37, Landlord shall not be required to expend more than Fifty Thousand ($50,000) Dollars to remove any defect in or objection to title therefor, nor shall Tenant have any right of action against Landlord therefor, at law or in equity, for damages or specific performance, for Landlord's inability to convey title in accordance with the terms of this Section. Notwithstanding the foregoing, if Landlord shall be unable to give title or make conveyance subject only to the Exceptions, Tenant may accept such title as Landlord is able to deliver, without abatement of the purchase price, any credit or allowance of any kind or any claim or right of action against Landlord for damages or otherwise.
