Possession; Risk of Loss. Seller shall deliver to Purchaser possession of the Property on the Closing Date, subject only to the Leases and Permitted Exceptions. All risk of loss or damage with respect to the Property shall pass from Seller to Purchaser upon Closing.
Possession; Risk of Loss. As of the Possession Time, Seller shall deliver to Buyer exclusive possession and control of the Assets. Seller agrees to cooperate with Buyer to facilitate the transition of the ownership and (if applicable) operation of the Assets to Buyer. As between Seller and Buyer, and subject to the terms of Sections 2.4 and 2.5, Seller shall, severally according to their respective ownership interests in the Assets and not jointly, assume and bear all risk of loss associated with the Assets prior to the Possession Time, and Buyer shall assume and bear all risk of loss associated with the Assets from and after the Possession Time.
Possession; Risk of Loss. Buyer shall be granted full possession of each Property at Closing subject to (i) tenant's rights under any space leases of any Property (or any portion thereof) assumed by Buyer, (ii) guests in occupancy and (iii)
Possession; Risk of Loss. Except as otherwise provided, possession and risk of loss shall pass to Buyer at the time of closing.
Possession; Risk of Loss. Seller shall deliver possession of the Property to Buyer on the Closing Date. Risk of loss to the Business and the Property shall be upon Seller until the Closing and thereafter shall be upon Buyer. Until Closing, Seller shall continue in force all insurance now in force on the Business.
Possession; Risk of Loss. Promptly following the Closing, Seller shall deliver and ship any inventory and personal property assets to Buyer, at Seller’s sole cost and expense. Promptly following the Closing, Buyer shall pick up or arrange for shipment and delivery of any inventory and personal property assets from Seller’s place of business, at Buyer’s sole cost and expense. Following the Closing, Seller shall provide electronic copies of customer agreements and customer files to Buyer. Title and risk of loss with respect to the Purchased Assets shall remain with Seller until the later of the Closing and delivery of such item(s) to Buyer. From and after such time, title and risk of loss shall automatically pass to Buyer. From the Effective Date through the Closing, Seller shall and does hereby agree to conduct Business operations in the ordinary course and substantially consistent with past practices. Seller’s and Principal’s Representations and Warranties. Note: Strike out or remove from the document the Representations and Warranties, which are not applicable. Seller and Principal represent and warrant to Buyer, on a joint and several basis, as of the date hereof as and of the Closing Date, that: Seller is a , duly organized, validly existing and in good standing under the laws of . The transactions contemplated by this APA and the execution and delivery of all documents required herein, and Xxxxxx’s performance hereunder and thereunder, have been duly authorized by Xxxxxx. The execution and delivery of this APA and any other documents required herein, and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of, or default under, any term or provision of any agreement, instrument, mortgage, loan, or similar documents to which Seller is a party or by which Seller is bound. There is no litigation, investigation or proceeding pending or, to the knowledge of Seller or Principal, threatened against Seller, the Business or the Purchased Assets which would impair or adversely affect Seller’s ability to perform its obligations under this APA or the other Conveyance Documents. Neither Seller, Principal nor the Business is in bankruptcy proceedings or is contemplating filing bankruptcy proceedings. Seller has good and marketable title to the Purchased Assets, free and clear of all claims, liens, and encumbrances. No party has any purchase option or right of first refusal with respect to the Purchased Assets. The Purchased Assets constitute ...
Possession; Risk of Loss. Purchaser shall be entitled to possession of the Purchased Assets at Closing. Seller shall maintain the Purchased Assets in their present condition, reasonable wear and tear from normal usage excepted, until the Closing. Seller shall bear all risk of loss until Closing. If any of the Purchased Assets are materially and adversely affected by fire or casualty, or made subject to a condemnation proceeding or threat thereof, Purchaser may by notice to Seller decline to close and may terminate this Agreement; or Purchaser may elect to proceed to close, in which event, from the date of said election, Purchaser shall have (and this Agreement shall constitute evidence that Purchaser does have): (i) all right, title and interest in and all rights of negotiation, settlement, claim or litigation arising from or associated with any condemnation proceeding or award, and (ii) all of Seller’s rights in any insurance proceeds payable on account of any fire or casualty.
Possession; Risk of Loss. Possession of, risk of loss to, and responsibility for the Subject Property shall be delivered to Buyer on the Closing Date.
Possession; Risk of Loss. Seller shall deliver possession of the Property to Buyer at Close of Escrow, subject only to the Permitted Exceptions. All risk of loss or damage with respect to the Property shall pass from Seller to Buyer at Close of Escrow.
Possession; Risk of Loss. Possession of Seller’s interest in the Real Property and the Property shall transfer to Buyer at Closing, and all risk of loss or damage shall be borne by Seller until Closing.
