State of Title. Each Borrower has good and indefeasible title to, and ownership of, the Collateral, free and clear of all Liens except to the extent, if any, of the Permitted Liens, and exclusive of any Property for which a Borrower only has a leasehold estate.
State of Title. The Title Insurer shall have issued a valid title insurance commitment (marked up if necessary) or pro-forma title policy in favor of Buyer (or its assignee) in the amount of the Purchase Price showing title to the Bond Lease being subject only to the Permitted Exceptions, and title to the Bond Lease shall in fact only be subject to the Permitted Exceptions.
State of Title. At Closing, Seller shall convey to Purchaser the MOB Property, subject only to: (i) those covenants, conditions and restrictions of record which are reviewed and approved by Purchaser pursuant to Section 5.3 below, (ii) ad valorem taxes and special assessments not yet due and payable with respect to the MOB Property, (iii) the Leases, and (iv) the Ground Lease (collectively “Permitted Exceptions”).
State of Title. In the event of the purchase of the Leased Property by the Tenant pursuant to the purchase option contained in Article 15 of this Lease, the Landlord need not transfer and convey to the Tenant or its designee (or, in the case of any Individual Property which is ground leased by the Landlord, there need not exist on the date such ground lease is assigned to the Tenant) any better title to each Individual Property than existed on the date the Landlord acquired title to such Individual Property, or entered into a ground lease for such Individual Property, and the Tenant shall accept such title, subject, however, to all Permitted Encumbrances, and to all applicable Legal Requirements, but free of the Lien of and security interest created by any Secured Interests and free of any Liens, encumbrances, charges, exceptions and restrictions which have been created by or resulted from acts of the Landlord during the Term which were not consented to or requested by the Tenant.
State of Title. At Closing, Seller shall convey the Property to Purchaser, subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to this Article 4 (the “Permitted Exceptions”).
State of Title. At the Closing, Owner shall sell the Property to the Company, and the Company shall purchase the Property from the Owner, subject only to (a) those matters set forth on Exhibit 4.1 annexed hereto, (b) any exceptions and matters that are approved, waived or deemed to have been approved or waived by the Company, (c) such title exceptions as the Title Company shall be willing to, at its regular rates, omit as exceptions to coverage, and (d) the standard exceptions and provisions contained in the form of insuring agreement employed by Title Company (the liens, claims, encumbrances, exceptions and matters set forth in subclauses (a) through (d) above being collectively referred to as the "PERMITTED EXCEPTIONS").
State of Title. Guarantor has good and indefeasible title to, and ownership of, the Collateral, free and clear of all Liens.
State of Title. (a) Title shall be conveyed to Inland at Closing in fee simple by New York form bargain and sale deed (or its local equivalent) with covenants against grantor’s acts and shall be insurable at regular rates free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests (except for the lien of real estate taxes not yet due and payable), but subject to all Permitted Exceptions (as such term is defined in Section 2.1(c) hereof).
State of Title. The Deed Contributors shall convey the Deed Properties to Acquiror or Acquiror's Permitted Designee by bargain and sale deeds with covenants against grantor's acts in recordable form (the "Deeds"), the Interest Contributors shall contribute their Partnership Interests to Acquiror or Acquiror's Permitted Designee by the Partnership Interest Assignments (as defined below) and the Management Contributor shall contribute its interest in the Management Contracts to Acquiror or Acquiror's Permitted Designee by an Assignment of Management Contracts (as defined below); provided, however, that in the case of the Properties and Additional Properties that are subject to lease agreements ("XXX Lease Agreements") with an Industrial Development Authority ("XXX"), the Deed Contributor which holds the leasehold interest in such Property or Additional Properties shall (subject to Section 3S above) convey to Acquiror (in lieu of the foregoing) all leasehold right, title and interest of such Deed Contributor in and to such Properties or Additional Properties. Title to the Properties and Additional Properties shall be good, marketable and insurable fee simple title, free and clear of all liens and encumbrances and shall be subject only to: (i) those covenants, conditions, liens, encumbrances, easements, assessments, restrictions, water and sewer charges, related payment in lieu of taxes agreements ("PILOT Agreements") and other title exceptions of record which are disclosed on each Title Commitment, UCC Search and Survey (each as defined below) and are not objected to by Acquiror within the Inspection Period (as defined below), (ii) rights of tenants under the Leases, as tenants only (except with respect to tenants having a purchase option or similar rights as disclosed in this Agreement), (iii) the lien of the Existing Indebtedness, if any, on those Properties encumbered by the Existing Indebtedness as of the date hereof and (iv) general real estate taxes for the year in which the Closing, Second Closing or Option Closing, as the case may be, occurs and subsequent years, not yet due and payable (the above enumerated exceptions being hereinafter collectively referred to as the "Permitted Exceptions"); provided, however, that in the case of the Properties and Additional Properties that are subject to XXX Lease Agreements, the Deed Contributor which holds the leasehold interest in such Property or Additional Properties shall (subject to Section 3S above) convey to Acquiror all ...
State of Title. Purchaser shall order current title commitments (the “Title Commitments”) with respect to the Real Property, together with legible copies of all title exception documents within five (5) Business Days of the Effective Date. Purchaser may also obtain, at its own cost, the Surveys during the Inspection Period. Within ten (10) Business Days after the date of receipt by Purchaser of the Title Commitments and Surveys, but in any event prior to the expiration of the Inspection Period, Purchaser may submit to Sellers a written Notice from Purchaser (“Title Notice”) specifying any alleged defects in or objections to the title shown in the Title Commitments or any of the Surveys. Any matters to which Purchaser objects in the Title Notice shall constitute “Title Exceptions”, and any survey defects to which Purchaser objects in the Title Notice which adversely affect title to the Real Property shall constitute “Survey Defects” (the Title Exceptions and Survey Defects shall collectively be referred to as the “Unpermitted Exceptions”). Sellers shall notify Purchaser in writing within five (5) Business Days of receiving the Title Notice (the “Exception Cure Period”) whether Sellers will cure any Unpermitted Exceptions set forth in the Title Notice and, if Sellers elect to cure such Unpermitted Exceptions, Sellers shall do so at their own expense (the failure to so notify Purchaser within such five (5) Business Days being deemed an election to cure such Unpermitted Exceptions). Upon Purchaser’s failure to timely object, all matters shown on the Title Commitment or on the Surveys shall thereafter be deemed a “Permitted Exception”. Any matter which Sellers elect not to cure shall also be deemed a Permitted Exception unless Purchaser elects to terminate this Agreement by written notice to Sellers within ten (10) days after Purchaser receives written notice of Sellers’ election not to cure such objection. If Sellers elect to cure any or all of the Unpermitted Exceptions, but are unable to complete the cure of such Unpermitted Exceptions before Closing, Purchaser shall have the right, in its absolute discretion, to elect, upon written notice to Sellers, to either (A) defer the Closing Date for a reasonable period not exceeding sixty (60) days to give Sellers an opportunity, to either (i) cure such Unpermitted Exceptions, or (ii) if Purchaser, in its sole and absolute discretion agrees to accept affirmative title insurance coverage with respect to such Unpermitted Exceptions, ...
