Deed and Other Documents Sample Clauses

Deed and Other Documents. Seller shall convey marketable and insurable title to the Premises by a Warranty Deed, at Seller’s sole cost, subject only to current real estate taxes, not delinquent, and covenants, conditions, easements, encumbrances and restrictions approved by Purchaser in writing and those Permitted Title Exceptions set forth and identified on Exhibit “B” attached and made a part hereof. Seller shall also furnish Purchaser with: (i) an Affidavit of Title in customary form; (ii) a Bill of Sale for any items of personal property which the parties have agreed in writing are a subject of this transaction which items are set forth or described on Exhibit “C” attached; (iii) assignments in proper form of all existing Leases (if any and if Purchaser, in its sole and absolute discretion elects to accept title subject to any such Lease) together with reasonable form notices to the tenants (executed by Seller) apprising each tenant of such lease assignment and the sale of the Premises. Purchaser shall, within seven days of receipt of said Leases send notice to the Seller of its intention to accept the Property subject to said Leases or shall provide a Notice of Termination of said Contract. In the absence of notice Purchaser shall be deemed to have accepted said Leases. Xxxxxx agrees not to execute any new Leases or extensions without the Purchaser’s consent; (iv) a reasonable form of Tenant Estoppel Certificate executed and provided by each tenant. Seller will use its best efforts to obtain a Tenant Estoppel Certificate from each tenant, however, the failure to obtain all Tenant Estoppel Certificates shall not be a breach of this Agreement and the Purchaser shall not have a right to terminate the Contract; (v) assignments in proper form of all maintenance and service contracts, insurance policies, assignable roof warranties and other such assignable warranties pertaining to the building or Premises (if any) and other such items affecting the Premises which Purchaser is willing to accept (if any); (vi) a certified Rent Roll, executed by the Seller;(vii) a Closing Statement; and (viii) such other documents as are customarily required or are required herein to be delivered at Closing (including ALTA Statements, FIRPTA Statements and title company undertakings). Xxxxxx agrees to execute and deliver to Purchaser any other affidavit, statement or other document normally required by the title insurance company specified in Paragraph 5 as a condition for issuing the title insurance p...
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Deed and Other Documents. At time of closing, Lessor shall convey good and marketable title to the Leased Premises by a transferrable and recordable duly executed general warranty deed, which shall include release of all dower interests, if applicable.
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Deed and Other Documents. Seller shall, at the closing, convey to Buyer or their nominee, title to the real estate set forth herein by good and sufficient Warranty Deed, or other appropriate deed if title is in a trust or an estate, in recordable form subject only to the permitted exceptions set forth herein, together with proper documentary stamps and locally approved tax declaration statement if applicable. Seller shall also deliver to Buyer or their nominee, title to the personal property by Xxxx of Sale with warranty of title, if requested by Xxxxx. If existing insurance and/or leases are to be assigned, the parties shall execute assignments and acceptances thereof.
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Deed and Other Documents. Seller shall, at the closing, convey to Buyer or their nominee, title to the real estate set forth herein by good and sufficient Warranty Deed, or other appropriate deed if title is in a trust or an estate, and release of homestead rights, in recordable form, subject only to the permitted exceptions set forth herein, together with proper documentary stamps and locally approved tax declaration statement if applicable. Seller shall also deliver to Buyer or their nominee, title to the personal property by Xxxx of Sale with warranty of title, if requested by Xxxxxx. If existing insurance and/or leases are to be assigned, the parties shall execute assignments and acceptances thereof.
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Deed and Other Documents. Seller shall, at the Closing, convey fee simple title to the Property to Buyer by a duly and validly executed, recordable quit claim deed, free and clear of all liens and encumbrances, except those permitted pursuant to the provisions of Section 5.01 hereof. Buyer and Seller agree to execute and/or deliver such other documents as may be necessary or appropriate to carry out the terms of this Agreement. Such documents shall include, but not be limited to, a closing statement, the most recent real estate tax xxxx(s), a Seller's affidavit regarding liens, unrecorded matters and parties in possession and, if requested, an affidavit from Seller regarding the warranties and representations set forth in Article X hereof.
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Deed and Other Documents. 4.01. Seller shall convey the Premises to Buyer by recordable limited or special warranty deed (the “Deed”), conveying good and indefeasible title of record to the Real Property, in fee simple, warranting title only against claims of those persons claiming by, through or under Seller, but not otherwise, and subject to the lien of real estate taxes not yet due and payable, matters of survey, and such restrictions, reservations, rights-of-way, easements and other matters of record approved in writing by Buyer or deemed approved as provided in Article 7.01(a) (the “Permitted Exceptions”). 4.02. Notwithstanding local practice or custom to the contrary, all local, municipal, county, state and federal transfer and conveyance taxes and fees, recording costs and all closing/escrow fees shall be paid by Buyer at the Closing. 4.03. The Deed shall contain the following disclaimer of any further warranties: Grantor does not warrant either expressly or impliedly, the condition or fitness of the Premises conveyed, any such warranty being hereby expressly negated. Grantee, acknowledges that it has made a complete inspection of the Premises and is in all respects satisfied with the Premises and accepts the same “as is”. 4.04. The Real Property shall be subject to and the Deed shall contain the restriction that the Real Property shall not be used for a restaurant use, the primary business of which is the sale of hamburgers, hamburger products, hot dogs, roast beef, or chicken sandwiches (or any combination thereof). For the purpose of this restriction, as restaurant has the aforesaid products as its primary business if fifteen percent (15%) or more of its gross sales, exclusive of taxes, beverage and dairy product sales, consists of sales of hamburgers, hamburger products, hot dogs, roast beef, or chicken sandwiches (or any combination thereof). This restriction shall burden and run with the Real Property for a period of twenty (20) years from the date of the Closing, and shall burden the Real Property and the owners, successors, and assigns thereof.
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Deed and Other Documents 
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Related to Deed and Other Documents

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both, would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Submission of Reports and Other Documents Service Provider shall submit all reports and other documents as and when specified in the Scope of Work. This information shall be subject to review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to the City any deficient Work at Service Provider’s expense with all practical dispatch. Service Provider shall abide by the City’s determinations concerning acceptability of Work.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Company obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan Party or any Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to any Loan Party or any Subsidiary that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Statements, Confirmations and Other Correspondence The Financial Institution will promptly deliver copies of statements, confirmations and correspondence about the Collateral Accounts and the cash or other financial assets credited to a Collateral Account to the Grantor and the Secured Party.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Compliance with Law and Other Agreements The Company shall maintain its business operations and property owned or used in connection therewith in compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises, indentures and mortgages to which the Company is a party or by which the Company or any of its properties is bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with the terms thereof.

  • Compliance with Law and Other Instruments The execution, delivery and performance of this Agreement and any of the other Transaction Documents to which such Guarantor is a party and the consummation of the transactions herein or therein contemplated, and compliance with the terms and provisions hereof and thereof, do not and will not (a) conflict with, or result in a breach or violation of, or constitute a default under, or result in the creation or imposition of any Lien upon the assets of such Guarantor pursuant to, any Contractual Obligation of such Guarantor or (b) result in any violation of the estatutos sociales of such Guarantor or any provision of any Requirement of Law applicable to such Guarantor.

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