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. 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
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

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 (a) Placement Agent and the Company shall instruct the Investor to deliver to Escrow Agent checks made payable to the order of “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker, Inc Escrow,” or wire transfer to: Wilmington Trust Company ABA #: 000000000 A/C # 124288-000 A/C Name: Muscle Maker Escrow Attn: Bxxxx Xxxxxxx International Wires: M&T Buffalo, New York ABA: 000000000 SWIFT: MXXXXX00 Beneficiary Bank: Wilmington Trust Beneficiary ABA: 000000000 A/C #: 124288-000 A/C Name: Muscle Maker Escrow All such checks and wire transfers remitted to the Escrow Agent shall be accompanied by information identifying each Investor, subscription, the Investor’s social security or taxpayer identification number and address. In the event the Investor’s address and/or social security number or taxpayer identification number are not provided to Escrow Agent by the Investor, then Placement Agent and/or the Company agree to promptly upon request provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non interest-bearing account at WILMINGTON TRUST, NATIONAL ASSOCIATION entitled “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker Escrow” (the “Escrow Account”).

  • 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 Shares at Closing The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

  • Delivery of Purchased Assets The Seller shall have delivered possession of the Purchased Assets to the Purchaser, and shall have made all intangible Purchased Assets available to the Purchaser.

  • 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 the Shares at the Closing The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

  • 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.

  • Deliveries by Seller at Closing At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

  • 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.

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