Exceptions to Title. At the Closing, it shall be a condition precedent to Buyer’s obligations hereunder that each Seller shall convey fee simple title to its Property to Buyer free and clear of all liens, easements, restrictions and other encumbrances; provided Buyer shall be obligated to accept title to each Property, subject to the following exceptions to title (the “Permitted Exceptions”): (a) Real estate taxes and assessments not yet due and payable; (b) The printed exceptions which appear in the standard form owner’s policy of title insurance issued by Title Company in the State of California for those Hotels located in such State and in the State of Washington for those Hotels located in such State (other than any exceptions for unfiled mechanics’ liens, rights of parties in possession, general survey matters, unrecorded interests and other matters which are customarily removed by the Title Company upon receipt of an owner’s affidavit (solely in the form of Exhibit ”D”), or current plat of survey delivered by Buyer to Title Company; (c) All building, signage and zoning ordinances, laws, regulations and restrictions by any municipal and other governmental authority; and (d) Such other title or survey exceptions as may be approved (or deemed approved) by Buyer pursuant to the above provisions of this Section 4.1 or otherwise expressly permitted under this Agreement. Conclusive evidence of the availability of such title shall be the willingness of Title Company to issue to Buyer on the Closing Date an owner’s title insurance policy (each, an “Owner’s Policy“, and collectively, the “Owner’s Policies“) in the standard form issued in the State of California or the State of Washington, as applicable, based on the location of each Hotel, in the face amount of the Purchase Price, which title policy shall show (i) title to the Land and Improvements for each Property to be vested of record in Buyer, and (ii) the Permitted Exceptions to be the only exceptions to title for each Property. Notwithstanding the foregoing, Sellers shall convey the Properties to Buyer through the form of grant deed attached hereto as Exhibit “I” for those Hotels located in California and through the form of bargain and sale deed attached hereto as Exhibit “J” for those Hotels located in Washington, which will convey the Properties to Buyer subject to the Permitted Exceptions above, as well as any matters disclosed by the public records, and any other exceptions to title which would be disclosed by an inspection and/or survey of the Property (each of the foregoing, together with the Permitted Exceptions, the “Deed Exceptions“). After Closing, Sellers shall have no liability to Buyer, and Buyer and its successors and assigns shall make no claim against Sellers for the Deed Exceptions. This provision shall survive the Closing.
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Exceptions to Title. At Materials owned by third parties: Formulae, etc., owned by Nellson Nutraceutical, as set forth in the ClosingAssumed Contract (as may be modified by the current Supply Agreement between Nellson Nutraceutical and Optim Nutrition) Non-employees creating portions of the Transferred Assets: Xxxx Israel Deaconess Medical Center EXHIBIT A FORM OF XXXX OF SALE For the sum of ten dollars ($10.00) and other good and valuable consideration paid to Amerifit Nutrition, it shall be Inc., a condition precedent corporation located in the State of Connecticut ("Seller"), the receipt and sufficiency of which are acknowledged, Seller sells, transfers, conveys and assigns to Optim Nutrition, Inc. ("Buyer’s obligations hereunder that each ") all right, title and interest in and to the intellectual property related to the NiteBite(R) product (the "Product", as more specifically described in the Asset Purchase Agreement executed by Seller shall convey fee simple title to its Property to and Buyer of even date herewith (the "Purchase Agreement")) developed by Seller, as described in the Purchase Agreement, as well as the other Transferred Assets listed and defined in the Purchase Agreement, free and clear of all liens, easementssecurity interests, restrictions claims or other restrictions, limitations and other encumbrances; provided Buyer shall be obligated to accept title to each Property. This Xxxx of Sale is in accordance with, and is subject to to, all of the following exceptions to title (the “Permitted Exceptions”):
(a) Real estate taxes representations, warranties, covenants and assessments not yet due and payable;
(b) The printed exceptions which appear exclusions set forth in the standard form owner’s policy of title insurance issued by Title Company in the State of California for those Hotels located in such State and in the State of Washington for those Hotels located in such State (other than any exceptions for unfiled mechanics’ liens, rights of parties in possession, general survey matters, unrecorded interests and other matters which are customarily removed by the Title Company upon receipt of an owner’s affidavit (solely in the form of Exhibit ”D”), or current plat of survey delivered by Buyer to Title Company;
(c) All building, signage and zoning ordinances, laws, regulations and restrictions by any municipal and other governmental authority; and
(d) Such other title or survey exceptions as may be approved (or deemed approved) by Buyer pursuant to the above provisions of this Section 4.1 or otherwise expressly permitted under this Purchase Agreement. Conclusive evidence Seller shall, at Buyer's request, execute and deliver such further instruments of sale, assignment and transfer and take such further actions as Buyer may reasonably request in order to vest in Buyer and put Buyer in possession of the availability of such title shall be the willingness of Title Company to issue Product and Transferred Assets and assure to Buyer on the Closing Date an owner’s title insurance policy (eachbenefits thereof. In witness whereof, an “Owner’s Policy“, and collectively, the “Owner’s Policies“) in the standard form issued in the State Seller has executed this Xxxx of California or the State of Washington, Sale as applicable, based on the location of each Hotel, in the face amount of the Purchase Pricedate set forth below. Amerifit Nutrition, which title policy shall show (i) title to the Land and Improvements for each Property to be vested of record in BuyerInc. Optim Nutrition, and (ii) the Permitted Exceptions to be the only exceptions to title for each Property. Notwithstanding the foregoing, Sellers shall convey the Properties to Buyer through the form of grant deed attached hereto as Exhibit “I” for those Hotels located in California and through the form of bargain and sale deed attached hereto as Exhibit “J” for those Hotels located in Washington, which will convey the Properties to Buyer subject to the Permitted Exceptions above, as well as any matters disclosed by the public records, and any other exceptions to title which would be disclosed by an inspection and/or survey of the Property (each of the foregoing, together with the Permitted Exceptions, the “Deed Exceptions“). After Closing, Sellers shall have no liability to Buyer, and Buyer and its successors and assigns shall make no claim against Sellers for the Deed Exceptions. This provision shall survive the Closing.Inc.
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Exceptions to Title. At the Closing, it shall be a condition precedent to Buyer’s obligations hereunder that each Seller shall convey fee simple title to its Property to Buyer free and clear of all liens, easements, restrictions and other encumbrances; provided Buyer shall be obligated to accept title to each Property, subject to the following exceptions to title (the “Permitted Exceptions”):
(a) Real estate taxes Within sixty (60) days of the date hereof, Purchaser shall cause a title company to issue to Purchaser a title report. Within thirty (30) days thereafter, Purchaser shall examine title to the Premises and assessments not yet due issue to Seller the list of permitted encumbrances (collectively "Permitted Encumbrances"). Within ten (10) days receipt of such list, Seller shall notify Purchaser if it accepts such Permitted Encumbrances. If Seller accepts such Permitted Encumbrances, then title to the Premises shall be conveyed to Purchaser subject only to such Permitted Encumbrances. If Seller rejects such Permitted Encumbrances, Seller shall indicate to Purchaser within ten (10) days receipt of Purchaser's notice of the permitted encumbrances all changes that are acceptable to Seller. Thereafter, Purchaser shall have twenty (20) days to either accept the amended Permitted Encumbrances or terminate this Agreement, in which case, notwithstanding anything to the contrary in this Agreement, the Deposit, the Payments and payable;all monies paid by Purchaser to Seller on account of this Agreement, if any, shall be refunded to Purchaser.
(b) The printed After the date of this Agreement, Seller shall not further encumber the Premises with any mortgage or encumbrance, the amount of which, when aggregated with all other mortgages, judgments and other monetary liens affecting the Premises,including any projected clean-up costs payable by Seller, would exceed seventy-five (75%) of the Purchase Price of the Premises, nor shall Seller enter into any agreement which creates exceptions which appear in the standard form owner’s policy to marketable title. If examination of title insurance issued by Title Company in to the State of California for those Hotels located in such State and in the State of Washington for those Hotels located in such State (Premises shall reveal one or more defects, encumbrances or other than any exceptions for unfiled mechanics’ liens, rights of parties in possession, general survey matters, unrecorded interests and other matters to marketable title which are customarily not Permitted Encumbrances, Seller shall cause same to be removed on or before the Closing Date. Seller shall take whatever actions are necessary, including, without limitation, payment of money, to deliver to Purchaser good, marketable title to the Premises, subject only to the Permitted Encumbrances. Anything in this Agreement to the contrary notwithstanding, if the examination of title shall reveal an encumbrance or other exception to marketable title which can be cured by the Title Company upon receipt payment or deposit with a Court of an owner’s affidavit money only (solely in such as a mortgage, mechanics lien, writ of attachment or judgment) ("Monetary Encumbrance") and Seller does not cure such Monetary Encumbrance at or prior to the form Closing, Purchaser shall have the right to cure the title exception by deducting the amount required to cure same from the balance of Exhibit ”D”), or current plat of survey delivered by Buyer to Title Company;the Purchase Price due on Closing.
(c) All building, signage and zoning ordinances, laws, regulations and restrictions by any municipal and other governmental authority; and
(d) Such other If Seller shall be unable to convey title or survey exceptions as may be approved (or deemed approved) by Buyer pursuant to the above Premises in accordance with the provisions of this Section 4.1 Agreement, Purchaser, at its option, may either (i) accept such title as Seller can convey without any reduction in the Purchase Price or otherwise expressly permitted (ii) terminate this Agreement, in which event, notwithstanding anything to the contrary in this Agreement, Seller shall immediately refund to Purchaser all monies (including, without limitation, the Deposit and the Payments) paid to Seller on account of this Agreement and the costs of the survey and title searches. Upon making such refund, neither party hereto shall have any further rights, obligations or liabilities under this Agreement. Conclusive evidence of the availability of such title shall be the willingness of Title Company to issue to Buyer on the Closing Date an owner’s title insurance policy (each, an “Owner’s Policy“, and collectively, the “Owner’s Policies“) in the standard form issued in the State of California or the State of Washington, as applicable, based on the location of each Hotel, in the face amount of the Purchase Price, which title policy shall show (i) title to the Land and Improvements for each Property to be vested of record in Buyer, and (ii) the Permitted Exceptions to be the only exceptions to title for each Property. Notwithstanding the foregoing, Sellers shall convey the Properties to Buyer through the form of grant deed attached hereto as Exhibit “I” for those Hotels located in California and through the form of bargain and sale deed attached hereto as Exhibit “J” for those Hotels located in Washington, which will convey the Properties to Buyer subject to the Permitted Exceptions above, as well as any matters disclosed by the public records, and any other exceptions to title which would be disclosed by an inspection and/or survey of the Property (each of the foregoing, together with the Permitted Exceptions, the “Deed Exceptions“). After Closing, Sellers shall have no liability to Buyer, and Buyer and its successors and assigns shall make no claim against Sellers for the Deed Exceptions. This provision shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Transtech Industries Inc)
Exceptions to Title. At the Closing, it Evidence of title shall be a condition precedent to Buyer’s obligations hereunder that each Seller shall convey fee simple title to its Property to Buyer free and clear of all liens, easements, restrictions and other encumbrances; provided Buyer shall be obligated to accept title to each Property, subject to the following exceptions to title (the “Permitted Exceptions”):
(a) Real estate taxes and assessments not yet due and payable;
(b) The printed exceptions which appear in the standard form owner’s policy of title insurance issued issuance by Title Company of its A.L.T.A. Owner's Policy of Title Insurance with extended coverage (including such endorsements as Buyer may reasonably request), insuring that fee title in the State Real Property is vested in Buyer as of California for those Hotels located the Closing Date, subject only to the Permitted Exceptions (the "Owner's Title Policy"). Buyer shall notify Seller in such State writing of any objections Buyer has to the Preliminary Report and the title exceptions referenced therein and to any subsequent amendments or additional exceptions to the Preliminary Report (A) within ten (10) days of the latest to occur of (x) Buyer's receipt of the subject exception document, (y) the date of this Agreement, and (z) in the State case of Washington for those Hotels located in such State (other than any exceptions for unfiled mechanics’ liensplotable easements, rights of parties in possession, general survey matters, unrecorded interests and other matters which are customarily removed by the Title Company upon Buyer's receipt of an owner’s affidavit the 1989 Survey or, if the subject easement is not shown on the 1989 Survey, Buyer's receipt of another survey reflecting the location of such easement, or (solely B) prior to the Closing Date, whichever is earlier. Buyer's failure to disapprove such exception, amendment or addition within the period specified in the form of Exhibit ”D”)immediately preceding sentence shall be deemed to be approval. All such exceptions, or current plat of survey delivered amendments and additions that are approved by Buyer to Title Company;
(c) All building, signage and zoning ordinances, laws, regulations and restrictions by any municipal and other governmental authority; and
(d) Such other title or survey exceptions as may be including without limitation those deemed approved (or deemed approved) by Buyer pursuant to the above provisions immediately preceding sentence) shall be deemed "Permitted Exceptions." Seller shall use reasonable efforts to remove as matters affecting title any such disapproved exceptions, amendments or additions prior to the Closing Date, but (a) in the case of this Section 4.1 disapproved exceptions that are referenced in the Preliminary Report, Seller shall not be required to institute any litigation or otherwise expressly permitted under incur any cost to do so, and (b) in the case of disapproved amendments or additions to the Preliminary Report, Seller shall not be required to institute any litigation or incur any cost in excess of $10,000 to do so. If, prior to the Closing Date, Seller notifies Buyer that Seller will not be able to remove any such disapproved exceptions, amendments or additions, then, within five (5) days after the giving of such notice by Seller, or prior to the Closing Date, whichever is earlier, Buyer shall give Seller and Title Company written notice, either that Buyer (i) waives its prior disapproval of the disapproved exceptions, amendments and additions and accepts such exceptions, amendments and additions and such title as Seller is able to convey (in which case such disapproved exceptions, amendments and additions shall be deemed Permitted Exceptions), or (ii) terminates this Agreement. Conclusive evidence If no such notice is given by Buyer within such five (5) day period or prior to the Closing Date, whichever is earlier, then Buyer shall be deemed to have waived its prior disapproval of the availability of disapproved exceptions, amendments and additions and accepted such exceptions, amendments and additions and such title as Seller is able to convey (in which case such disapproved exceptions, amendments and additions shall be the willingness of Title Company to issue to Buyer on the Closing Date an owner’s title insurance policy (each, an “Owner’s Policy“, and collectively, the “Owner’s Policies“) in the standard form issued in the State of California or the State of Washington, as applicable, based on the location of each Hotel, in the face amount of the Purchase Price, which title policy shall show (i) title to the Land and Improvements for each Property to be vested of record in Buyer, and (ii) the Permitted Exceptions to be the only exceptions to title for each Property. Notwithstanding the foregoing, Sellers shall convey the Properties to Buyer through the form of grant deed attached hereto as Exhibit “I” for those Hotels located in California and through the form of bargain and sale deed attached hereto as Exhibit “J” for those Hotels located in Washington, which will convey the Properties to Buyer subject to the Permitted Exceptions above, as well as any matters disclosed by the public records, and any other exceptions to title which would be disclosed by an inspection and/or survey of the Property (each of the foregoing, together with the deemed Permitted Exceptions, the “Deed Exceptions“). After Closing, Sellers shall have no liability to Buyer, and Buyer and its successors and assigns shall make no claim against Sellers for the Deed Exceptions. This provision shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Golden State Vintners Inc)
