Delivery of Title Policies at Closing Sample Clauses

Delivery of Title Policies at Closing. The parties acknowledge that First American Title Insurance Company, National Commercial Services — Chicago (“First American”) and Fidelity Title Insurance Company (“Fidelity”) constitute the Title Company. First American shall act as the lead Title Company and underwriter and shall issue the Title Policies (as hereinafter defined); provided, however, that Purchaser may obtain co-insurance from Fidelity in the amount of up to fifty percent (50%) of the Allocated Purchase Price of each Property in the form of co-insurance endorsements (“Co-Insurance”) so long as (i) the cost of such Co-Insurance does not increase the total cost of title insurance that Seller would otherwise pay to First American if First American were insuring the full Purchase Price unless Purchaser pays for such increased cost of title insurance and (ii) the issuance of such Co-Insurance does not delay the Closing. Purchaser, at Purchaser’s sole cost and expense, may obtain re-insurance with respect to the Title Policies from such third parties as Purchaser may elect so long as obtaining such re-insurance does not delay the Closing. In the event that the Title Company does not issue at Closing, or unconditionally commit at Closing to issue, to Purchaser, owner’s title insurance policies and Co-Insurance in accordance with the Title Commitments with extended coverage, insuring Purchaser’s title interest in each Real Property in the amount of the Allocated Purchase Price, subject only to the exclusions from coverage contained in the applicable policy and the applicable Permitted Exceptions (individually, a “Title Policy” and collectively, the “Title Policies”), Purchaser shall have the right to terminate this Agreement in its entirety, in which case the Xxxxxxx Money shall be immediately returned to Purchaser and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement, or, subject to the limitations of Sections 7.2.1(4) and 7.2.2(9), in part with respect only to those Properties with respect to which the Title Company is unable to deliver such Title Policies, in which event the Purchase Price shall be reduced by the aggregate Allocated Purchase Price for such Properties; provided, however, if either Title Company alone is willing to deliver Title Policies with respect to such Properties in the amount of the aggregate Allocated Purchase Price for such Properties, Purchaser agrees to accept such Title Polic...
Sample 1
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Delivery of Title Policies at Closing. As a condition precedent to the Close of Escrow, the Title Company shall have issued and delivered to Buyer, or shall have committed to issue and deliver to Buyer, with respect to the Real Property, an ALTA Owner's Policy of Title Insurance (1992 Form) (the "Title Policy") issued by the Title Company as of the date and time of the recording of the Deed (as such term is defined in Section 6.1 hereof) for the Real Property , in the amount of the Purchase Price insuring Buyer as owner of good, marketable and indefeasible fee simple title to the Real Property, subject to the Permitted Exceptions as hereinafter defined. For purposes of this Agreement, "Permitted Exceptions" shall mean and include (a) matters affecting the Real Property which are created by or with the written consent of Buyer, (b) the rights of the tenants under the Leases affecting the Real Property, (c) all exceptions disclosed by the Title Report relating to the Real Property and which are approved or deemed approved by Buyer in accordance with Section 4.2.2 hereof, (d) all applicable laws, ordinances, rules and governmental regulations (including, without limitation, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property and (e) all matters shown on the Existing Survey or the New Survey.
Sample 1
Delivery of Title Policies at Closing. In the event that the Title Company does not issue at the Closing, or unconditionally commit at the Closing to issue, to the Operating Partnership, extended coverage owner’s title policies in accordance with the Title Commitments, insuring the Operating Partnership’s title to the applicable Property in the amount of the applicable Assigned Value, subject only to the standard exceptions and exclusions from coverage contained in such policy and the Permitted Exceptions (the “Title Policies”), then, at the Operating Partnership’s option, by written notice thereof delivered to the Contributors, the Operating Partnership may terminate this Agreement as to such Property, whereupon such Property shall become an Unapproved Property.
Sample 1
Delivery of Title Policies at Closing. At each Closing, Title Company shall issue and deliver to Purchaser, or shall irrevocably (subject to payment of premiums) commit to issue and deliver to Purchaser, (i) with respect to each Real Property (other than the Dallas SSA Real Property) which is the subject of such Closing, an ALTA Owner's Policy of Title Insurance with extended coverage, and (ii) with respect to the Dallas SSA Real Property if it is the subject of such Closing, a Texas Owner’s Policy of Title Insurance (Form T-1), in each case (x) with standard printed exceptions deleted if removable by Sellers’ delivery of an owner’s affidavit in accordance with Section 7.1.1.10 and (y) in the amount of the applicable Purchase Price set forth on Schedule 1 for such Real Property, insuring Purchaser as owner of fee simple title to such Real Property subject only to the Permitted Exceptions (the "Title Policies"). For purposes of this Agreement, "Permitted Exceptions" shall mean and include with respect to any Real Property (a) any lien of real estate taxes and water and sewer charges, including ad valorem taxes, special district assessments and special assessments, payable to the applicable taxing authority not yet due and payable as of the applicable Closing Date (subject to adjustment as herein provided), (b) any matters affecting such Real Property which are created by or with the consent of Purchaser or otherwise caused by the actions of Purchaser, (c) the rights of the tenants, as tenants only, under the Leases affecting such Real Property, (d) variations between tax lot lines and lines of record title; (e) sales, leases, reservations or other conveyances of minerals, including oil, gas, coal, sand and gravel in, on and under the Property by prior owners, and all rights related thereto, (f) all exceptions disclosed by any Title Commitment, Title Update, and/or shown on an Existing Survey and/or Survey Update relating to such Real Property and which are approved or deemed approved by Purchaser in accordance with Section 4.2.2 and/or Section 4.2.3, and (g) all applicable present and future laws, restrictions, ordinances, rules and governmental regulations (including without limitation those relating to building, zoning and land use and/or other restrictions) affecting the development, use, occupancy or enjoyment of all or any portion of such Real Property. At its option, Purchaser may direct Title Company to issue title insurance endorsements if Purchaser pays for the extra cost of such additi...
Sample 1

Related to Delivery of Title Policies at Closing

  • Delivery at Closing At the Closing, the Company will deliver to the Purchaser a stock certificate registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefore as indicated above.

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein: (a) Escrow Agent has confirmed that Recipient has sufficient funds to complete the purchase of, or acquisition of other interest approved by the Director in and to, the Property (the “Closing”) and to pay all costs, fees and expenses to be paid by Recipient with respect thereto as disclosed on the settlement statement prepared by Escrow Agent and signed by Recipient and Seller (the “Settlement Statement”). (b) Upon recording of the Conveyance Instrument (as defined in subsection (d) of this Section 2), (i) Recipient will hold marketable title to the Property or (ii) if Recipient is acquiring an interest in the Property other than fee simple, as approved by the Director, Seller holds marketable title to the Property and has granted a valid interest in the Property to Recipient pursuant to the Contract. (c) If the Contract requires, or Recipient has requested and agreed to pay for, a title insurance policy with respect to the Property (the “Title Policy”), Escrow Agent, as title insurer or agent therefor, is prepared to issue the Title Policy to Recipient. (d) Escrow Agent is prepared to record, on the date of Closing, (i) the deed, or other instrument appropriate for the interest in the Property to be conveyed pursuant to the Contract, from Seller to Recipient with respect to the Property (the “Conveyance Instrument”), and (ii) the deed restrictions approved by the Director with respect to the Property (the “Deed Restrictions”). (e) If Escrow Agent is an agent of a title insurance company, Escrow Agent has caused an insured closing letter to be issued to OPWC by such title insurance company with respect to Escrow Agent’s acts in connection with the Closing and Escrow Agent’s performance of its obligations under this Agreement.

  • Delivery of the Property The Fund will deliver or arrange for delivery to PFPC Trust, all the Property owned by the Portfolios, including cash received as a result of the distribution of Shares, during the term of this Agreement. PFPC Trust will not be responsible for any assets until actual receipt.

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

  • Delivery of Closing Documents Buyer shall have delivered or caused to be delivered to Seller on the Closing each of the Documents required to be delivered pursuant to Section 9.3.

  • Delivery of Mortgage Documents The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered for the Mortgage Loan by the Company under this Agreement as set forth in Exhibit C attached hereto have been delivered to the Custodian. The Company is in possession of a complete, true and accurate Mortgage File in compliance with Exhibit B, except for such documents the originals of which have been delivered to the Custodian;

  • Documents of Title Not sign or authorize the signing of any financing statement or other document naming Borrower as debtor or obligor, or acquiesce or cooperate in the issuance of any xxxx of lading, warehouse receipt or other document or instrument of title with respect to any Collateral, except those negotiated to Lender, or those naming Lender as secured party, or if solely to create, perfect or maintain a Permitted Lien.

  • Evidence of Title At the Closing, title to the Developer Parcel shall be marketable and insurable at standard rates by the Title Company pursuant to a full coverage owner 's title insurance policy on the most recent ALTA form then in effect issued by the Title Company (the "Title Policy") showing title to be free and clear of all liens except any existing special assessments, easements, agreements, rights-of-way, restriction and adverse claims as are acceptable to Developer in its sole discretion (the "Permitted Exceptions''). Any existing special assessments ( for future installments) on the City Parcel shall be prorated between the Developer Parcel and City Parcel with each party being responsible for its share of annual installments. Developer will at Developer's sole expense, obtain from the Title Company, within 30 days of the Effective Date, a commitment for a fee owner's title insurance policy (the "Commitment"). Developer shall notify City in writing ("Objection Notice") , not later than thirty (30) days of Developer's receipt of the Commitment (the "Objection Period"), of any title matters regarding the Developer Parcel set forth in the Commitment not acceptable to Developer ("Developer Parcel Defects"). If Developer fails to notify City in writing on or prior to the last day of the Objection Period, which in any event shall not be more than 60 days from the Effective Date, Developer waives it right to object and terminate the Agreement as result of Developer Parcel Defects. City shall, upon receipt of an Objection Notice, have the option of: (i) remedying or removing some or all of the Developer Parcel Defects prior to the Closing to Developer's satisfaction, provided that City shall be required to remedy or remove all mortgages, liens and encumbrances that may be removed or discharged by the payment of money ("Monetary Liens"); or (ii) leaving some or all of the Developer Parcel Defects as is. Within twenty (20) business days after the receipt of an Objection Notice, City shall give Developer written notice of its election of the foregoing options. If City fails to give such notice, the City shall be deemed to have agreed to remedy and/or remove all such Developer Parcel Defects. If City gives notice within such 20 business day period that it is unwilling or unable to remedy or remove one or more of the Developer Parcel Defects, then Developer shall have the option for a 20 day period after receipt of City's notice to give its written notice to the City to either (i) terminate this Agreement , in which event the Xxxxxxx Money shall be returned to Developer and each of Developer and City shall be released from their respective obligations under this Agreement , or (ii) be deemed t o have waived any Developer Parcel Defects that City is unwilling or unable to remedy or remove. I f City cannot or does not remove such Developer Parcel Defect(s) that it has agreed or is deemed to have agreed to remedy and/or remove on or before the date of the Closing ("Uncured Defects"), City shall be in default. In the event of such default, in addition to remedies available to Developer as set forth in Section 14 hereof, Developer may proceed with the Closing, in which event Developer shall waive such Uncured Defects, except for Monetary Liens (and such Uncured Defects shall be deemed Permitted Exceptions hereunder), provided, however, that Developer may require that any Monetary Liens be paid and discharged out of the proceeds of sale. I f City cures all Developer Parcel Defects prior to Closing Developer shall be deemed to have accepted title, except for any title defects that might arise between the date of the Commitment and the Closing Date. I f between the date of the Commitment and the Closing Date , it is determined that title to the Developer Parcel is encumbered by any lien, easement or other claim that was not present as of the date of the commitment , then Developer shall have the same rights to give notice to City objecting to such title matters and the parties shall follow the procedure set forth in this paragraph with respect to Developer Parcel Defects and Closing shall be delayed until the resolution of any such additional title matters pursuant to the foregoing. City expressly advises Developer that the Developer Parcel is subject to certain Environmental Covenants of record and a Declaration of Restrictions recorded June 20, 2013 as 2013-00043376 Xxxxxxxxxx County Records. Any conveyance from the City to Developer of the Developer Parcel shall be subject to the use limitations contained in the Sale/Purchase Contract between the City and Meijer Stores Limited Partnership and the same shall not be considered a Developer Parcel Defect (the "Meijer Covenants").

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Protection of Title of Purchaser (a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the Receivables and the Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Trust Collateral Agent under the Indenture in the Receivables and the Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Trust Collateral Agent may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Trust Collateral Agent to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as each may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Trust Collateral Agent on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Trust Collateral Agent at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Trust Collateral Agent at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to Purchaser, and the conveyance of the Receivables by Purchaser to the Issuer, Seller’s master computer records (including archives) that shall refer to a Receivable indicate clearly that such Receivable has been sold to Purchaser and has been conveyed by Purchaser to the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the Receivable shall become a Purchased Receivable or a Sold Receivable or shall have been paid in full or sold pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable (other than a Purchased Receivable or a Sold Receivable), shall indicate clearly that such Receivable has been sold to Purchaser, sold by Purchaser to Issuer, and is owned by the Issuer.

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