Good and Merchantable Title Clause Samples
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Good and Merchantable Title. (a) Means title to the Property, free and clear of all liens and encumbrances, covenants, conditions, restrictions, easements and rights of redemption except for
(i) any lien established by public bond, assessment or tax, when no installment, call or payment of or under such bond, assessment or tax is delinquent, or
(ii) any municipal or zoning ordinances, building restrictions or other restrictions, covenants, or regulations of use, provided that the Property is in compliance with and/or its use is permitted by, and its intended use and occupancy is not materially adversely affected by, such restrictions, covenants, regulations or ordinances, or
(iii) easements, rights of way, sewer and utility rights, mineral, oil or timber rights, or any impediments which will not have a materially adverse effect on either the transferability of the Property or the sale of the Property to a bona fide purchaser.
(b) The Property must have, at a minimum, the following characteristics to establish Good and Merchantable Title:
(i) adequate means of ingress and egress, and
(ii) the right to use public or private water and sewer facilities appertaining to the Property, whether such rights be by virtue of public easement or private grant, and
(iii) the Property must be free of any lien due to Environmental Impairment unless otherwise agreed to by the Company.
Good and Merchantable Title is title free and clear of all liens, defects, encumbrances, covenants, conditions, restrictions, rights of redemptions and easements, including but not limited to rights of parties in possession, except for:
1. the lien of current general real estate taxes and other public charges and assessments not yet due and payable; and
2. easements for public utilities, covenants, conditions, restrictions, rights of way, building restrictions, the effect of building laws or regulations with which the improvements on the Property comply and other matters of public record, which in any case do not impair the use of the Property and the improvements thereon for their intended purposes; and
3. tenants under leases previously approved in writing by the Insured; and except for any other impediments which will not have an adverse effect on the marketability of the title. Good and Merchantable Title will not exist if (i) there is any lien pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, or similar federal or state law, as in effect from time to time, providing for liens in connection with the removal and clean-up of environmental conditions, or if notice has been given of commencement of proceedings which could result in such a lien, or (ii) there are limitations on ingress and egress to the Property or on use of utilities. Any action or proceeding after a foreclosure sale relating to establishing a deficiency judgment will not be considered in determining whether the Insured has acquired Good and Merchantable Title.
Good and Merchantable Title. Seller covenants to convey to Purchaser at Closing good and marketable title in and to the Property by general warranty deed. For the purposes of this Agreement, "good and marketable title" shall mean fee simple ownership, free of all monetary claims or liens other than routine pre-printed exceptions which are not customarily removed by title companies in the State of Arkansas and those provisions identified in the Property title insurance commitment that are deemed not to be objectionable by Purchaser (the "Permitted Exceptions"). Notwithstanding anything to the contrary, Seller shall in all events (notwithstanding anything to the contrary contained in this Agreement) be obligated to cause to be released on or before Closing (i) all liens and claims of lien (including any tax, judgment, mechanic's and/or materialman's liens or claims of lien but excluding any inchoate ad valorem tax liens that relate to taxes that are not yet due and payable) filed against the Property; (ii) all items Seller agrees to cure in Seller’s response to Purchaser’s title objections; and (iii) any exceptions to title created by or otherwise permitted by Seller or its affiliates and not reflected in the initial title commitment, and in no event shall such items be Permitted Exceptions. In addition, and notwithstanding anything to the contrary, Seller covenants and agrees to satisfy any Schedule B-I requirements shown on the title commitment that require Seller's action to allow for issuance of the title policy or which are otherwise within Seller's control.