State of Title. 3.1. The Premises are to be sold and conveyed subject to those exceptions to title set forth on Exhibit B ("Permitted Exceptions") and the leases on Exhibit C which shall be assigned to Purchaser. The leases on Exhibit C are referred to herein as the Leases (the "Leases"). Any exceptions to title set forth in Exhibit B and the Leases may be omitted from the Deed but shall nevertheless survive the delivery of the Deed.
3.2. On the Closing, Seller shall deliver to Purchaser fee simple title and Purchaser shall accept such title as a reputable title company licensed to do business in the State of New York (the "Title Company") is willing to approve and insure, subject only to the Permitted Exceptions set forth in Exhibit B annexed hereto and to the standard printed exceptions in an ALTA form of policy and to the Leases.
3.3. The amount of unpaid taxes, assessments, water charges and sewer rents, prorated through the Closing Date, which Seller is obligated to pay and discharge, with the interest and penalties thereon to a date not less than two (2) business days after the Closing Date, may at the option of Seller be allowed to Purchaser out of the Purchase Price. If on the Closing Date there are any other liens or encumbrances which Seller is obligated to pay or discharge in order to convey to Purchaser such title as is herein provided to be conveyed, Seller may use any portion of the Purchase Price to satisfy the same, provided:
(a) Seller shall deliver to Purchaser at the closing of title, instruments in recordable form and sufficient to satisfy such liens and encumbrances of record together with the monies sufficient, as determined by the Title Company, for the cost of recording or filing said instruments; or
(b) Seller, having made arrangements with the Title Company, shall deposit with said company sufficient monies acceptable to the Title Company to ensure the obtaining and the recording of such satisfactions. Purchaser, if request is made within a reasonable time prior to the Closing Date, agrees to provide at Closing separate wire transfer and/or Acceptable Checks as requested, aggregating the amount of the Purchase Price set forth in Article 2.1 hereof, to facilitate the satisfaction of any such liens or encumbrances. The existence of any such liens or encumbrances shall not be deemed objections to title if Seller shall comply with the foregoing requirements and the Title Company shall agree to insure the Purchaser against collection of such liens and...
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. Purchaser acknowledges its receipt of a commitment for an ALTA owner’s title insurance policy from the Title Company for the Property dated February 18, 2019 as file number 190260 (the “Title Commitment”), together with legible copies of all title exception documents. Purchaser may also obtain, at its own cost, the Survey during the Inspection Period. Within ten (10) Business Days after the date of receipt by Purchaser of the Title Commitment and Survey (but in any event, five (5) Business days prior to the expiration of the Inspection Period), Purchaser may submit to Seller a written Notice from Purchaser (“Title Notice”) specifying any alleged defects in or objections to the title shown in the Title Commitment or any of the Survey. 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 shall constitute “Survey Defects” (the Title Exceptions and Survey Defects shall collectively be referred to as the “Unpermitted Exceptions”). Notwithstanding the foregoing, Seller agrees that the following shall constitute Unpermitted Exceptions regardless of whether actually objected to by Purchaser: (i) any mortgages, deeds of trust or other security interests for any financing and (ii) Taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing; provided, however, that if any such Taxes are payable in installments, such obligation shall apply only to the extent such installments would be delinquent if unpaid at Closing. Seller shall notify Purchaser in writing within three (3) Business Days of receiving the Title Notice (the “Exception Cure Period”) whether Seller will cure any Unpermitted Exceptions set forth in the Title Notice and, if Seller elects to cure such Unpermitted Exceptions, Seller shall do so at its own expense (the failure to so notify Purchaser within such three (3) Business Days being deemed an election not to cure such Unpermitted Exceptions). Upon Purchaser’s failure to timely object, all matters shown on the Title Commitment or on the Survey shall thereafter be deemed a “Permitted Exception”. Any matter which Seller elects or is deemed to have elected not to cure shall also be deemed a Permitted Exception unless Purchaser elects to terminate this Agreement by written notice to Seller within two (2) Business Days after Purchaser receives written notice of Seller’s election not to cure such objection or Seller is de...
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. (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).
(b) Inland, the cost and expense thereof to be paid by Columbia and Inland in equal shares, shall obtain a preliminary title search (hereinafter referred to as the “Title Commitment”) from Chicago Title Insurance Company (acting through Ticor Title Insurance Company (its affiliate) (in such capacity, hereinafter referred to as the “Title Company”), pursuant to which the Title Company has committed to insure (upon the payment of a requisite premium at regular rates) that Inland shall own good and indefeasible fee simple title to the Property as described in Section 2.1(a) of this Agreement. Inland shall forward a complete copy of the Title Commitment to Columbia within five (5) business days after Inland’s receipt of same. Inland shall have until 5 p.m. on December 14, 2005 (hereinafter referred to as the “Due Diligence Period”) within which to object, by written notice to Columbia, to any exceptions to title set forth in the Title Commitment. Columbia, at the cost and expense of Columbia and Inland in equal shares, shall cause a reputable surveyor licensed in the state of New York, to prepare and deliver an ALTA as-built survey of the Property (to specifications approved by Inland) (the “Survey”) to Inland and Columbia and the Title Company no later than 2-business days prior to the expiration of the Due Diligence Period. Inland shall have until 5:00 p.m. on the last day of the Due Diligence Period within which to notify Columbia in writing that Inland objects to any state of facts as shown on any Survey, which written notice must be given contemporaneously with any written notice given as to exceptions to title referred to above. If Inland notifies Columbia in writing that Inland objects to any exceptions to title and/or to any state of facts in the Survey (hereinafter referred to as a “Title Objection Notice”), Columbia shall have ten (10) business days after receipt of such notification to notify Inland (i) that Columbia will remove the Title Objection Notice exceptions from title or, if ...
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. Issuer 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.