Title and Condition. (a) Each Leased Property is demised and let subject to (i) the Permitted Encumbrances related to such Leased Property, (ii) all Legal Requirements and Insurance Requirements, including any existing violation of any thereof, and (iii) the condition of such Leased Property as of the commencement of the Term, without representation or warranty by Landlord; it being understood and agreed, however, that the recital of the Permitted Encumbrances herein shall not be construed as a revival of any thereof which for any reason may have expired.
(b) LANDLORD WILL NOT MAKE ANY INSPECTION OF ANY LEASED PROPERTY, AND LANDLORD LEASES AND WILL LEASE, AND TENANT TAKES AND WILL TAKE, EACH LEASED PROPERTY “AS IS”, AND TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY LEASED PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD’S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. Tenant acknowledges that each Leased Property is of its selection and to its specifications, and that each Leased Property has been inspected by Tenant and is satisfactory to it. In the event of any defect or deficiency in any Leased Property of any nature, whether patent or latent, Landlord shall not have any responsibility or liability with respect thereto or for any special, incidental or consequential damages (including strict liability in tort). The provisions of this Paragraph 3(b) have been negotiated, and the foregoing provisions are intended to be a complete exclusion and negation of any warranties by Landlord, express or implied, with respect to any Leased Property, arising pursuant to the Uniform Commercial Code or any other law now or hereafter in effect or otherwise.
(c) Tenant acknowledges and agrees that Tenant has examined the title to each Leased Property prior to the execution and delivery of the Lease Supplement therefor and has found such title to be satisfactory for the purposes contemplated by this Lease.
(d) Landlord hereby assigns, wi...
Title and Condition. Use of Leased Premises; Quiet Enjoyment.................................. 8 5. Term..................................................................... 9 6.
Title and Condition. (1) Landlord has and hereby leases to Tenant good and indefeasible title to the Premises free and clear of any and all liens (including without limitation all leases, licenses, restrictions, restrictive covenants and rights-of-way) other than permitted encumbrances described on Exhibit E attached hereto and made a part hereof (the "Permitted Encumbrances").
(2) Except as described in Exhibits H and I attached hereto, there are no parties in possession of any portion of the Premises as lessees, licensees, tenants at sufferance or trespassers, other than Landlord. Landlord has duly given all required notice to month-to-month tenants of the termination of any month-to- month tenancy described in such Exhibits H and I and shall immediately give to Tenant true and complete copies of all such notices. Landlord represents and covenants that such tenancy and all rights of the tenants to possession of the property will have been terminated on or prior to the Commencement Date.
(3) There is no pending or threatened condemnation or similar proceeding or assessment affecting the Premises, or any part thereof, nor to the best knowledge and belief of Landlord is any such proceeding or assessment contemplated by any governmental body.
(4) Landlord has complied in all material respects with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Premises, or any part thereof, and as of the date hereof represents that the Premises comply with all applicable building codes and operation and use restrictions.
(5) There are gas and electricity lines to the Premises which are available for "tap in" by Tenant and which are sufficient for service on the Premises with respect to the business contemplated to be conducted by Tenant in the existing facilities on the Premises (as may be upgraded by Tenant). As to water for use on the Premises, Landlord receives an annual allocation from San Xxxx Water Improvement District in March of each year. The water allocation for the Premises through March, 2001 is 2.1 acre feet of water per acre of land. Landlord hereby transfers and assigns to Tenant 100% of the prorata share of the San Xxxx Water District's annual water allocation for the Premises, based upon 14.68 acres of land within the Premises. In addition, Landlord hereby covenants and agrees to assist Tenant in processing a water transfer form for filing with San Xxxx Water Improvement District to reflect Petro as the user of record for the water...
Title and Condition. Seller has good, indefeasible and marketable title to the Real Property, the Personal Property, and the Inventory, free and clear of Liens, other than:
(1) Permitted Encumbrances which as used in this Agreement shall mean (a) the Liens described or referred to in Exhibit E hereto, acceptable to Petro, (b) Liens for current Taxes and assessments not yet due and payable, including, but not limited to, Liens for non-delinquent ad valorem taxes, non-delinquent statutory Liens arising other than by reason of any default on the part of Seller, (c) matters considered Permitted Exceptions pursuant to Section 3.02 (a), and (d) such liens, minor imperfections of title, or easements on the Real Property as do not detract from the value thereof and do not materially interfere with the intended use thereof by Petro, or
(2) Liens which will be released or discharged at or prior to the Effective Time of Closing.
(3) A portion of the Real Property, being approximately 1.1 acres, was taken under a previous condemnation proceeding by New Jersey Department of Transportation. The physical construction which will result from said condemnation proceeding has not yet taken place. Seller is entitled to a payment of an additional $17,850.00 from the New Jersey Department of Transportation for the removal and relocation of its Route 206 Petro Sign. If, prior to Closing, Seller has relocated its Xxxxx 000 Xxxxx Xxxx, Seller shall be entitled to said $17,850.00 payment. If the Route 206 Petro Sign has not been relocated prior to Closing, Seller will assign and deliver all of its interest in said payment to Petro by means of the General Conveyance, Transfer and Assignment. No improvement or structure on the Real Property encroaches on any adjacent property. No improvement or structure on the Real Property has been damaged in any material respects by any casualty or act of God, and not repaired, or been subject to any condemnation proceedings except as set forth in Section 2.01(c)(3) above.
Title and Condition. Use of Leased Premises; Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 5. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 6.
Title and Condition. The Grantee represents that the Project is for the benefit of a Cultural Facility and is located at the Property where either (i) the Grantee has or will obtain good and clear, record and marketable title to the Property or (ii) the Grantee enjoys peaceful and undisturbed possession of the Property under all leases under which it is or will be operating, and all said leases are valid and in full force and effect.
Title and Condition. (i) The Acquired Assets include all of the tangible and intangible assets, properties and rights, of any nature whatsoever, used in or material to the Business and all of the assets or properties necessary to conduct the Business as presently conducted or necessary to permit Buyer to conduct the Business immediately after the Closing in the same manner as the Business has been conducted by Seller immediately prior to the Closing; (ii) Seller has good and valid title to, or a valid leasehold interest in or a valid right to use, all of the Acquired Assets, in each case free and clear of all Liens, other than Permitted Liens; (iii) the Assignment and Xxxx of Sale and the endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at the Closing will effectively vest in Buyer good and valid title to, and ownership of, the Acquired Assets free and clear of all Liens other than Permitted Liens; and (iv) to Seller’s Knowledge, all items of Personal Property are in good condition and repair (subject to normal wear and tear), are useable in the ordinary and usual course of business consistent with past custom and practice and none of the items of Personal Property require any repair or replacement except for maintenance in the ordinary and usual course of business consistent with past custom and practice.
Title and Condition. Each asset included in the Accounts or acquired by the Company since the Last Accounting Date is:
Title and Condition. The Leased Premises are demised and let subject to
(i) the rights of any parties in possession thereof and the existing state of the title thereof as of the commencement of the term of this Lease,
(ii) any state of facts which an accurate survey or physical inspection thereof might show, and
(iii) all zoning regulations, restrictions, rules and ordinances, building restrictions and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction over the Property.
Title and Condition. The Leased Premises are demised and let subject to (a) the rights of any parties in possession and the existing state of the title as of the commencement of the term of this Lease, (b) any state of facts which an accurate survey or physical inspection thereof might show, (c) all zoning regulations, restrictions, rules and ordinances, building restrictions and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction, and (d) the condition of any buildings, structures and other improvements located thereon, as of the commencement of the term of this Lease, without representation or warranty by Lessor. Lessee represents that it has examined the title to and the condition of the Leased Premises and has found the same to be satisfactory.
