Sellers Title. SELLER’S title shall be merchantable and free of all liens, encumbrances, and defects, except those that can be satisfied at the act of sale or insured by title insurance. If curative work in connection with the title is required, the parties agree to extend the time for closing the sale by calendar days. SELLER shall pay all costs required to make the title merchantable, including all necessary tax and mortgage releases, certificates, and cancellations, if any. In the event the title is not valid or merchantable, this Agreement may be declared null and void at the option of the PURCHASER.
Sellers Title. Seller makes no representations or warranties as to its title to the Oil and Gas Properties, except those created by, through or under Seller.
Sellers Title. The Seller warrants that it has good, absolute and marketable title to this domain name and that it has been properly registered with Network Solutions, Inc.
Sellers Title. Seller has and as of the Closing Date shall have good and marketable title to the Shares free and clear of all liens, security interests, claims, options, charges or encumbrances. None of the Shares are subject to any outstanding agreements of sale or rights of third parties to acquire any interest therein. The Shares constitute all of the capital stock of the Company owned by the Seller. Seller has the right and authority to execute, deliver, and perform this Agreement and all agreements delivered in connection herewith (the “Related Agreements”) and to sell and transfer the Shares to Buyer. To Seller’s knowledge, this Agreement, and all Related Agreements, constitutes legal, binding and valid obligations of the Seller, enforceable in accordance with their respective terms.
Sellers Title. Each Seller hereby warrants and represents by through and under each Seller, but not otherwise, to Buyer that each Seller's title to the Properties as of the Effective Time is (and as of the Closing will be) free of "Title Defects", as defined below.
Sellers Title. Not more than thirty (30) days after receipt by the attorney for Buyer of the Search and the existing survey or the Updated Survey, if obtained by Xxxxx, Buyer shall order to be prepared and delivered to Buyer and Seller a current preliminary title report (the “Title Commitment”) with respect to the Property prepared by Xxxxx’s title insurance company and within ten (10) days following Xxxxx’s receipt of the Title Commitment, Buyer’s attorney shall deliver to Seller’s attorney a written notice of any defects, encumbrances or other objections to title of the Property other than those matters to which this sale is subject (the “Title Objections”). Seller may, but shall not be obligated to, attempt to cure any Title Objections, provided, however, that Seller shall notify Buyer in writing within seven (7) business days following Seller’s receipt of the Title Objections as to which of Buyer’s Title Objections Seller has elected to cure (“Seller’s Notice”). If Seller fails to notify Buyer within such seven (7) business day period, Seller shall be deemed to have elected not to cure or attempt to cure any of Buyer’s Title Objections. If Seller notifies Buyer that Seller is unable or unwilling to cure any such objections, Buyer shall within seven (7) business days following Seller’s notice (or the fourteen (14th) business day following delivery of the Title Objections to Seller if Seller has not responded) either: (i) terminate this Agreement by written notice to Seller, whereupon the Deposit shall be returned to Buyer and neither party shall have any further obligations hereunder (other than rights and obligations arising under this Agreement which by their terms are to survive such termination), or (ii) waive any such objections and the transaction contemplated hereby shall be consummated as provided herein, without any reduction in the Purchase Price. If Buyer fails to elect either clause (i) or (ii) within such time period, Buyer shall be deemed to have elected clause (ii). If Seller notifies Buyer that it will cure any of Xxxxx’s Title Objections, Seller shall be entitled to reasonable adjournments of the Closing during which Seller may attempt to cure such objections, subject to Buyer’s reasonable approval of the same. Notwithstanding anything to the contrary contained herein, Xxxxx’s right to terminate this Agreement pursuant to this Section 11 shall expressly terminate seven (7) days following receipt of Seller’s Notice, whereupon Buyer’s approval of the Ti...
Sellers Title. (A) For the purpose of computing adjustments to the Purchase Price for Title Failures under section 6.6, Seller covenants to Buyer that Seller's title to the Assets as of the Effective Time is (and as of the Closing Date will be) good and marketable title as defined in section 6.3; and
(B) In the documents to be executed and delivered by Seller to Buyer transferring title to the Assets, Seller shall warrant and defend the Assets unto Buyer or its designee against every person lawfully claiming the Assets or any part thereof by, through or under Seller, but not otherwise. However, all of Seller's interest in equipment and personal property are to be sold AS IS AND WHERE IS AND WITHOUT WARRANTY OF MERCHANTABILITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE, EITHER EXPRESS OR IMPLIED as more specifically set forth in Section 7.2.
Sellers Title. SELLER's title shall be merchantable and free of all liens, encumbrances, and defects, except 82 those that can be satisfied at the act of sale or insured by title insurance. If bona fide curative work in connection with the 83 title is required, the parties agree to and extend the time for passing the sale by thirty (30) days. SELLER shall pay any cost 84 required to make the title merchantable, including all necessary tax and mortgage releases, certificates, and cancellations, if 85 any. In the event the title is not valid or merchantable and cannot be made so at a reasonable expense, this Agreement may 86 be declared null and void at the option of the PURCHASER. PURCHASER reserves the right to recover from the SELLER 87 PURCHASER's actual costs incurred in performing PURCHASER's obligations under this agreement.
Sellers Title. 1 The Shares constitute the whole of the issued and allotted share capital of the Company and are fully paid up and beneficially owned by the Sellers free from all Encumbrances and no person has the right (whether exercisable presently or in the future and whether contingently or not) to call for the allotment, sale or transfer of any share or debenture of the Company or to convert any securities (whether of the Company or another undertaking) into shares or debentures, or shares or debentures of a different class, of the Company.
Sellers Title evidence to the full satisfaction of the Lender, proving the Seller’s title to the Vessel free of any Security Interests, debts or claims of any nature whatsoever;
