Title and Other Matters. (a) Buyer shall have until August 23, 1999 (the "Due Diligence Period") in which to evaluate the feasibility of purchasing the Project. During the Due Diligence Period and at all times throughout the Contract Period, Seller shall, upon telephonic notice from Buyer not less (but not significantly more than) twenty-four (24) hours prior to requested entry, permit Buyer to enter the Property at all reasonable times, for the purposes of conducting, at Buyer's sole cost and expense, such inspections, studies and tests as Buyer may deem appropriate. Upon Buyer's request, Seller shall reasonably make available, at a mutually agreeable time at the Property, to the extent Seller or the property manager has in its possession or control, copies of the Property's financial books and records, leases, service and management agreements, plans and specifications, "as-built" surveys, permits, and engineering and environmental reports except that Seller shall have no obligation to make available any appraisals or documents subject to attorney-client privilege (unless such documents specifically relate to the Project's current physical condition or current operations). At least twenty-four (24) hours prior to taking any samples relating to any environmental testing at or related to the Project, Buyer shall notify Seller in writing of its intent to take such samples and Buyer shall afford Seller and its consultants an opportunity to take so-called "split samples" or duplicate samples of whatever material or substance is being sampled by Buyer. The incremental cost of any such "split samples" shall be borne by Seller. Buyer shall at all times conduct its inspections, studies and tests in a manner so as to not cause damage, loss, cost or expense to Seller or the Project, and to not cause any unreasonable interference with Tenants, and Buyer shall indemnify, defend, and hold Seller and the Project harmless from and against any such damage, loss, lien, cost or expense related to such inspections, studies and tests conducted by Buyer. Buyer shall carry, in commercially reasonable amounts, comprehensive general liability and such other insurance reasonably necessary to insure Seller, as an additional insured, and Buyer, and their respective contractors, employees and agents, from any and all loss, damage, injury or expense caused by or resulting from Buyer's inspections, studies and tests and if requested by Seller, Buyer shall provide to Seller, prior to entry to the Property, wit...
Title and Other Matters. 19 7.1 Limitation of Warranties and Representations 19 7.2 Buyer's Title Review 20
Title and Other Matters. Title to the Property, the legal description of the Property, and all documents and other matters relating in any way to the Loan or to the Property must be to the satisfaction of Bank. At Borrower's expense, Borrower shall furnish Bank with a 1992 ALTA loan policy (the "Title Policy"), in the face amount of the Loan, insuring the Deed of Trust as a valid first lien on the Property, together with all endorsements as Bank may reasonably require, including without limitation, deletion of standard exceptions I through 3, containing no exceptions other than those Bank approves, issued in substance and in form by a company or companies acceptable to Bank. The Title Policy shall contain "pending disbursements" provisions satisfactory to the Bank, and, as Bank may reasonably require, reinsurance with companies and in amounts reasonably acceptable to the Bank, as well as direct access agreements with such reinsurers The Bank hereby reserves the right to require the mechanic lien endorsement 101 (mechanic lien disbursement endorsement), the cost of which shall be borne by the Borrower.
Title and Other Matters. The Shareholder has made available to ----------------------- InterCept true, correct, and complete copies of the following with respect to each parcel of Owned Real Property: the deed evidencing the Company's ownership; each encumbrance thereon reflected in a written instrument; each instrument (if any) evidencing a grant by or to the Company of an option to purchase or lease such parcel; each lease and leasehold mortgage (if any) with respect to such parcel; and any surveys with respect to such parcel. The Company owns with good and marketable title the real property that it purports to own, including all of the properties and assets reflected in the Financial Statements, except for encumbrances and other matters set forth in the Schedule 3.5(a)(i), and no real property owned, leased or used ------------------ by the Company is subject to: any governmental decree or order (or threatened or proposed order known to the Company) to be sold, condemned or otherwise taken by public authority, or any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever, not of record. Except as set forth in Schedule -------- 3.5(a)(ii), there are no agreements by the Company as lessor or sub-lessor ---------- granting to any third-party the right to use any of the Owned Real Property and no person has any ownership interest or option or right of first refusal to acquire any ownership interest in any of the Owned Real Property or any of the Facilities. No assessment for public improvements has been made against the Owned Real Property which remains unpaid, except for any assessments payable in installments that are not yet due and which are reflected on the Financial Statements. There are no easements traversing or contiguous to any of the Owned Real Property which interfere with the use and operation of the Owned Real Property.
Title and Other Matters. 4 Section 3.01
Title and Other Matters. Title to the Property, the legal description of the Property, and all documents and other matters relating in any way to the Loan or to the Property must be to the reasonable satisfaction of Lender. At Borrower’s expense, Borrower shall furnish Lender with a 2006 ALTA loan policy (the “Title Policy”) in the face amount of the Loan insuring the Deed of Trust as a valid first lien on the Property. The Title Policy shall (a) contain no exceptions other than those Lender approves, (b) shall be issued in substance and in form by a company or companies acceptable to Lender, and (c) shall be issued with all endorsements as Lender may require, including without limitation, the deletion of standard survey exceptions and insurance against mechanic liens prior to the Closing Date.
Title and Other Matters. 30 Section 3.03. Investment Experience.................................................................30 Section 3.04. Investment............................................................................31 Section 3.05. Rule 144..............................................................................31 Section 3.06. Access to Information.................................................................31 Section 3.07. Right to Vote.........................................................................31 Section 3.08. Legends...............................................................................32 Section 3.09. Residence.............................................................................32
Title and Other Matters. (a) Such Shareholder has good and valid title to the number of shares of Company Common Stock set forth beside such Shareholder's name on Schedule 2.04(a)(i), free and clear of all liens, charges, restrictions, claims and encumbrances. Except for the shares of stock of the Company set forth on Schedule 2.04(a)(i), such Shareholder does not own any capital stock of the Company or any subscriptions, warrants, options or rights to purchase any such capital stock or any securities convertible into or exchangeable for such capital stock.
(b) Such Shareholder is not aware of any claim such Shareholder has, or if such Shareholder is a trust, any claim that a beneficiary of such trust has, against the Company (in such Shareholder's capacity as a shareholder of the Company or such beneficiary's capacity as a beneficiary of such Shareholder that is a trust), except for such Shareholder's claims as a holder of Company Common Stock.
Title and Other Matters. Title to the Mortgaged Properties, the legal description of the Mortgaged Properties, and all documents and other matters relating in any way to the Loan or to the Mortgaged Properties must be to the satisfaction of Bank. At Borrower's expense, Borrower shall furnish Bank with a 1992 ALTA Mortgagee's Policy of Title Insurance (Form 1970 or Form 1992 Revised 10-23-92 with the exclusion for creditors rights and arbitration requirements deleted) (the "Title Policy"), in the face amount of the Loan, insuring the deed(s) of trust encumbering the Mortgaged Properties as a first lien on a good and marketable fee simple title to the Mortgaged Properties, together with endorsements as Bank may require, including 110.7 (Variable Rate), deletion of standard exceptions 1 through 4, containing no exceptions other than those Bank approves, issued in substance and in form by a company or companies acceptable to Bank. Alternatively, the Bank will consider appropriate endorsements to any existing Title Policies covering the Mortgaged Properties insuring the present interests of Borrower.
Title and Other Matters
