Status of Title. Within ten (10) business days after Opening of Escrow, or as soon thereafter as possible, Title Company shall provide Buyer and Seller with a current commitment for title insurance (the "Title Commitment") for the Property, disclosing all matters of record and other matters of which Title Company has knowledge which relate to the title to the Property, and a legible copy of each of the instruments and documents referred to in the Title Commitment. The Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the Closing. Buyer shall have ten (10) business days after receipt of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five (5) business days after the receipt of any amendment thereto and copies of all instruments and documents referred to therein, to object in writing to Seller to any matter shown thereon. If Buyer fails to object within said period, the condition of title to the Property shall be deemed approved. If Buyer timely objects to any matter disclosed by the Title Commitment or any amendment thereto, the Seller may, but is not obligated, to use reasonable efforts to cure such objection(s) (although in no event shall the Seller be required to expend funds) within fifteen (15) business days thereafter. If, within such fifteen (15) business day period, the Seller is unsuccessful or responds that it is unwilling to cure Buyer’s objection(s), Buyer shall have five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); or (b) terminate this Agreement. If Buyer elects to terminate this Agreement, Title Company shall deliver the Xxxxxxx Money to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to cure. Notwithstandi...
Status of Title. Mortgagor represents and warrants that it is the lawful owner of the Mortgaged Property in fee simple, subject to no liens or encumbrances, except for covenants, conditions, restrictions, easements and rights-of-way of record, if any. Mortgagor represents and warrants that it has full right, power and authority to convey and mortgage the Mortgaged Property and to execute this Mortgage. Mortgagor also agrees to protect, preserve and defend its interest in the Mortgaged Property and title thereto, including full performance of any prior claim or lien; to appear and defend this Mortgage in any action or proceeding affecting or purporting to affect the Mortgaged Property, the lien of this Mortgage thereon or any of the rights of Mortgagee hereunder, and to pay all costs and expenses incurred by Mortgagee in connection with any such action or proceeding, including, without limitation, reasonable attorneys’ fees, whether any such action or proceeding progresses to judgment and whether brought by or against Mortgagee, Mortgagor, or the Mortgaged Property. Mortgagee shall be reimbursed for any such costs and expenses in accordance with the provisions of Paragraph B.2 hereof. Mortgagee may, but shall not be under any obligation to, appear or intervene in any such action or proceeding and retain counsel therein and defend the same or otherwise take such action therein as it may deem advisable or may settle or compromise the same and, for any of such purposes, may expend and advance such sums of money as it may deem necessary, and Mortgagee shall be reimbursed therefor in accordance with the provisions of Paragraph B.2 hereof.
Status of Title. Subject to the terms and provisions of this Agreement, the Unit shall be sold, assigned and conveyed by Seller to Purchaser, and Purchaser shall accept and assume same, subject only to the following (collectively, the “Permitted Encumbrances”):
(a) the state of facts disclosed (the “Disclosed Survey Items”) on that certain (i) survey performed by Xxxxxx X. X’Xxxxxxx, dated March 18, 2003 with respect to the Building and land on and around the Building (the “Existing Survey”), and any further state of facts which are not Disclosed Survey Items as a current survey or private inspection of the Unit would disclose (provided, that such further state of facts do not materially and adversely affect the current use of the Unit);
(b) the standard printed exclusions from coverage contained in the ALTA 2006 form of owner’s title policy currently in use in New York, with the standard New York endorsement, Items 2, 3, 5 and 6 identified on Schedule B of the Owner’s Policy of Title Insurance by Madison Title Agency, LLC on behalf of Old Republic National Title Insurance Company dated August 26, 2009 (Policy Number OX-08121524) (the “Existing Title Policy”);
(c) any liens, encumbrances or other title exceptions approved or waived in writing by Purchaser or as otherwise provided in this Agreement, it being agreed that Purchaser’s execution of this Agreement constitutes its approval in writing of the items identified in this Section 5;
(d) any liens, encumbrances or other title exceptions that will be extinguished upon transfer of the Property;
(e) Property Taxes (as hereinafter defined) which are a lien but not yet due and payable (subject to proration in accordance with Section 7 (Apportionments));
(f) any laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting the Unit, including, without limitation, all zoning, land use, building and environmental laws, rules, regulations, statutes, ordinances, orders or other legal requirements, including landmark designations and all zoning variance and special exceptions, if any, subject to Seller’s obligation to cure certain Violations pursuant to Section 5(i);
(g) all covenants, restrictions and utility company rights, easements and franchises relating to electricity, water, steam, gas, telephone, sewer or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes and other fixtures and facilities in, over, under and upon the Unit, provided that, in the case of any...
Status of Title. Subject to the terms and provisions of this Agreement, on the Closing Date the Property shall be subject only to the exceptions listed on Exhibit 2 attached hereto and made a part hereof and matters approved and deemed approved hereunder and to the following (collectively, the "Permitted Encumbrances"):
(a) Property Taxes which are a lien but not yet due and payable, subject to proration in accordance with Section 7;
(b) any utility company rights, easements and franchises for electricity, water, steam, gas, telephone or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes and other fixtures and facilities in, over, under and upon the Property, provided that the same do not materially adversely affect the present use of the Property;
(c) the Leases in effect at the Closing and the rights and interests held by tenants, as tenants only, under such Leases and all persons claiming by, through or under such tenants; provided, however, the foregoing is not intended to waive any condition to the Closing relating to the breach of any representation or warranty relating to Leases;
(d) the terms and conditions of the Existing Loan Documents, provided that Owner shall be responsible for the payment of all sums secured by the Existing Loan Documents;
(e) building codes and restrictions heretofore and hereafter adopted by any public agency;
(f) right, lack of right or restrictions on the right of any owner of the Property to construct or maintain any vault or vaulted area in or under the sidewalks abutting the Property, any licensing statute, ordinance or regulation, and the terms of any license pertaining thereto, and any fees for vault space which may hereafter be assessed;
(g) present and future zoning laws, ordinances, resolutions, orders and regulations of all municipal, county, state and federal governments having jurisdiction over the Property and the use thereof;
(h) all municipal violations of record;
(i) possible lack of or revocable nature of the right, if any, to maintain or use any space, facilities or appurtenances outside the building lines, whether on, over or under the land, including, without limitation, all vaults, signs and sidewalk openings;
(j) any state of facts shown on the Survey (as hereinafter defined), and any change since the date of such Survey that an accurate survey of the Property or a physical inspection thereof would, disclose, including without limitation, all encroachments and projections of the P...
Status of Title. The Tenant shall have obtained any title evidence required by Tenant showing that the Landlord is vested with fee simple title to the Center and can lease to the Tenant the Premises and grant to the Tenant the rights in and to the Center set forth in this Lease, subject only to Real Estate Taxes for the current year which are not yet due and payable and easements and restrictions of record to the extent they do not, in the reasonable opinion of the Tenant, materially adversely affect marketability of title or the Tenant's contemplated use of the Premises and the Center.
Status of Title. At Closing, Seller shall convey to Purchaser good and marketable fee simple title to the Property.
Status of Title. Bank shall have been satisfied that Borrower has Marketable Title to its Borrowing Base Properties, and that Borrower owns record title to an undivided net revenue interest in the production from each Oil and Gas Property that is a Borrowing Base Property that is not less than the net revenue interest therein attributed to Borrower in the Loan Documents, as amended from time to time, as well as an undivided working interest in each such Oil and Gas Property that is not greater than the working interest therein attributed to Borrower in the Loan Documents, as amended from time to time (unless there is a corresponding increase in the net revenue interest attributed to such party therein).
Status of Title. Evidence reasonably satisfactory to Depository that no Prohibited Lien exists, except any to be fully paid from the current disbursement;
Status of Title. Not do anything, or permit anything to be done, that would impair the status of title as shown on the Title Commitment or the Survey.
Status of Title. Borrowers shall cause the Title Company to issue at Borrowers’ expense a new title policy with respect to the KBS Xxxx Xxxxxxx Property and such endorsements to the Title Policy insuring the Deeds of Trust as Agent shall reasonably require insuring that title to the Properties is vested in the applicable Borrower and insuring the continuing validity and first-position lien priority of each of the Deeds of Trust, in light of this Agreement (to the extent such endorsements and continuations are available).
