Liability of Title Company Sample Clauses

Liability of Title Company. The parties acknowledge that the Title Company is acting solely as a stakeholder at their request and for their convenience, that the Title Company shall not be deemed to be the agent of either of the parties, and that the Title Company shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts. Seller and Buyer shall jointly and severally indemnify and hold the Title Company harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of the Title Company's duties hereunder, except with respect to actions or omissions taken or made by the Title Company in bad faith, in disregard of this Agreement or involving negligence on the part of the Title Company.
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Liability of Title Company. The parties acknowledge that the Title Company is acting solely as a stakeholder at their request and for their convenience, that the Title Company shall not be deemed to be the agent of either of the parties, and that the Title Company shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its grossly negligent acts and for any loss, cost or expense incurred by Seller or Buyer resulting from the Title Company’s mistake of law respecting the Title Company’s scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold the Title Company harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of the Title Company’s duties hereunder, except with respect to actions or omissions taken or made by the Title Company in bad faith, in willful disregard of this Agreement or involving gross negligence on the part of the Title Company.
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Liability of Title Company. Principal and Title Company shall be responsible for and promptly pay losses as follows: A. Principal shall be responsible for all losses, including costs and attorneys' fees caused by claims arising out of assurances of the Principal issued by Title Company except for losses described in paragraph 8.B. which is the responsibility of the Title Company; B. Title Company shall be responsible for all loss, cost or damage, including attorneys' fees caused by: i. Deliberate failure of Title Company to comply with the terms of this Agreement or with the rules, regulations or instructions given to Title Company by Principal. ii. The escrow or closing operations of Title Company. iii. Fraud, dishonesty or defalcation of an employee, officer, director or Title Company of Title Company.
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Liability of Title Company. The parties acknowledge that the Title -------------------------- Company is acting solely as a stakeholder at their request and for their convenience, that the Title Company shall not be deemed to be the agent of either of the parties, and that the Title Company shall not be liable to either of the parties for any action or omission on its part taken or made in good faith but shall be liable for its failure to comply with this Agreement, any escrow instructions delivered pursuant hereto, or any of its negligent acts and for any loss, cost or expense incurred by Sellers or Purchaser resulting therefrom. Sellers and Purchaser shall jointly and severally indemnify and hold the Title Company harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of the Title Company's duties hereunder, except with respect to actions or omissions taken or made by the Title Company in bad faith, in disregard of this Agreement or any escrow instructions delivered pursuant hereto or involving negligence on the part of the Title Company.
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Liability of Title Company. The parties acknowledge that the Title Company shall be conclusively entitled to rely, except as hereinafter set forth, upon a certificate from Purchaser or Seller as to how the Xxxxxxx Money should be disbursed. Any notice sent by Seller or Purchaser (the “Notifying Party”) to the Title Company shall be sent simultaneously to the other noticed parties pursuant to Section 10.5 hereof (the “Noticed Parties”). If the Notice Parties do not object to the Notifying Party’s notice to the Title Company within ten (10) days after the Notice Parties’ receipt of the Notifying Party’s certificate to the Title Company, the Title Company shall be able to rely on the same. If the Notice Parties send, within such ten (10) days, written notice to the Title Company disputing the Notifying Party’s certificate, a dispute shall exist and the Title Company shall hold the Xxxxxxx Money as hereinafter provided. The parties hereto hereby acknowledge that Title Company shall have no liability to any party on account of Title Company’s failure to disburse the Xxxxxxx Money if a dispute shall have arisen with respect to the propriety of such disbursement and, in the event of any dispute as to who is entitled to receive the Xxxxxxx Money, disburse them in accordance with the final order of a court of competent jurisdiction, or to deposit or interplead such funds into a court of competent jurisdiction pending a final decision of such controversy. The parties hereto further agree that Title Company shall not be liable for failure to any depository and shall not be otherwise liable except in the event of Title Company’s gross negligence or willful misconduct. Title Company shall be reimbursed on an equal basis by Purchaser and Seller for any reasonable expenses incurred by Title Company arising from a dispute with respect to the Xxxxxxx Money. The obligations of Seller with respect to Title Company are intended to be binding only on Seller and Seller’s assets and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of the partners, members, officers, directors, shareholders or beneficiaries of Seller, or of any partners, members, officers, directors, shareholders or beneficiaries of any partners or members of Seller, or of any of Seller’s employees or agents.
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Liability of Title Company. The Xxxxxxx Money is deposited with the Title Company with the understanding the Title Company (a) is not a party to this Agreement and does not assume or have any liability for performance or non-performance of any party and (b) before the Title Company has any obligation to disburse the Xxxxxxx Money in the event of dispute the Title Company has the right to require from all signatories a written release of liability of the Title Company, and authorization to disburse the Xxxxxxx Money and accrued interest. At the Closing, Xxxxxxx Money and accrued interest shall be applied to the Purchase Price.
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Liability of Title Company. The parties acknowledge that the Title Company is acting solely as a stakeholder at their request and for their convenience, that the Title Company shall not be deemed to be the agent of either of the parties, and that the Title Company shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for actions or omissions taken or made by the Title Company in bad faith, in disregard of this Agreement or involving gross negligence or willful misconduct on the part of the Title Company.
Sample 1
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Liability of Title Company. The parties acknowledge that the Title Company -------------------------- is acting solely as a stakeholder at their request and for their convenience, that the Title Company shall not be deemed to be the agent of any of the parties, and that the Title Company shall not be liable to any of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any loss, cost or expense incurred by Sellers or Buyer resulting from the Title Company's mistake of law respecting the Title Company's scope or nature of its duties. Escrow Fee. The escrow fee, if any, charged by the Title Company for ---------- holding the Deposit or conducting the Closing shall be shared equally by Sellers and Buyer. EXHIBIT G --------- LIST OF STRUCTURAL AND ENVIRONMENTAL REPORTS -------------------------------------------- EXHIBIT H --------- TENANT ESTOPPEL CERTIFICATE --------------------------- ___________________ ___________________ ___________________ ___________________ ___________________ Re: Lease dated _____________, ____, ("Lease") between ______________________ ("Landlord") and ______________________ ("Tenant") covering approximately ______ square feet (the "Premises") in the ______________ (the "Property")
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Liability of Title Company. The sole duties of Title Company under this Agreement shall be those described herein, and Title Company shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Title Company may conclusively rely upon and shall be protected in acting upon any notice, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Title Company shall have no duty or liability to verify any such notice, consent, order or other document, and its sole responsibility shall be to act as expressly set forth in this Agreement. Title Company shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. Title Company may consult with respect to any question arising under this Agreement and shall not be liable for any action taken or omitted in good faith upon advice of such counsel. Title Company shall hold any monies paid to it pursuant to this Agreement in escrow and shall endeavor to invest such monies in certificates of deposit or interest bearing accounts with a national banking association fully insured by the FDIC as reasonably determined by Title Company. Nothing in this Paragraph 20 relates to any obligation of Title Company under any title commitment or policy.
Sample 1

Related to Liability of Title Company

  • Warranty of Title Seller warrants that at the time of signing this Agreement, Seller neither knows, nor has reason to know, of the existence of any outstanding title or claim of title hostile to the rights of Seller in the goods.

  • Special Warranty of Title Seller shall warrant and defend the title to the Properties conveyed to Buyer against every person whomsoever lawfully claiming the Properties or any part thereof by, through or under Seller or its Affiliate, but not otherwise.

  • Quality of Title (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assets, free and clear of any Lien (other than any Lien arising as the result of any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable law.

  • Defense of Title to Collateral Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

  • WARRANTY OF TITLE TO GAS 1. Seller warrants the title to all gas delivered hereunder and the right to sell the same and that such gas shall be free and clear from all liens and adverse claims.

  • 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").

  • Defense of Title Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Loan Documents.

  • Out of Title Work Employees who are temporarily required to perform duties of a higher pay grade or classification shall be compensated at a rate relative to his or her current status and in line with the higher grade classification. Requests for temporary classifications must be submitted to the Human Resources office for approval. Assignments must be for a minimum of ten (10) days with pay retroactive to the first day upon reaching the tenth (10th) day in the temporary assignment.

  • Notice of Title Defects (a) If Buyer discovers any Title Defect affecting any Asset, Buyer shall notify Seller as promptly as possible, but no later than the expiration of the Examination Period of such alleged Title Defect. To be effective, such notice must (i) be in writing, (ii) be received by Seller by 5:00 p.m. Central Standard Time on the expiration date of the Examination Period and (iii) describe the Title Defect in reasonable detail, to the extent then reasonably known by Buyer (including the estimated value of such Title Defect as determined by Buyer). Any matters that may otherwise constitute Title Defects, but of which Seller has not been notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes and shall constitute Permitted Encumbrances. (b) Upon the receipt of such effective notice from Buyer, Seller, at Seller’s option, shall (i) subject to Section 3.05(a), attempt to cure such Title Defect at any time prior to the Closing or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of such affected Asset as set forth on Exhibit C. (c) The value attributable to each Title Defect (the “Title Defect Value”) that is asserted by Buyer in the Title Defect notices shall be determined based upon the criteria set forth below: (i) If the Title Defect is a lien upon any Asset, the Title Defect Value is the amount reasonably expected to be necessary to be paid to remove the lien from the affected Asset. (ii) If the Title Defect asserted is that the Net Revenue Interest attributable to any Well or unit or Well location is less than that stated in Exhibit C or the Working Interest attributable to any Well or unit or Well location is greater than that stated in Exhibit C, then the Title Defect Value shall take into account the relative change in the interest from Exhibit C and the appropriate Allocated Value attributed to such Asset. (iii) If the Title Defect represents an obligation, encumbrance, burden or charge upon the affected Asset (including any increase in Working Interest for which there is not a proportionate increase in Net Revenue Interest) for which the economic detriment to Buyer is unliquidated, the amount of the Title Defect Value shall be determined by taking into account the Allocated Value of the affected Asset, the portion of the Asset affected by the Title Defect, the legal effect of the Title Defect, the potential discounted economic effect of the Title Defect over the life of the affected Asset. (iv) If a Title Defect is not in effect or does not adversely affect an Asset throughout the entire productive life of such Asset, such fact shall be taken into account in determining the Title Defect Value. (v) The Title Defect Value shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder. (vi) Notwithstanding anything herein to the contrary, in no event shall a Title Defect Value exceed the Allocated Value of the Wxxxx, units or other Assets affected thereby. (vii) Such other factors as are reasonably necessary to make a proper evaluation.

  • Conveyance of Title Upon closing, Seller shall execute and deliver to Buyer a Patent, Grant Deed, or Quit Claim Deed conveying title to the Cabin/Home Site. Buyer shall also receive a Xxxx of Sale executed by the current owner of the Personal Property in form of Exhibit B, attached hereto. If Buyer and the owner of the Personal Property are identical, then the Xxxx of Sale shall be returned to said party.

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