Title and Possession. During any period that PGE is in control of and operating the Facility pursuant to the exercise of its Step-In Rights, Seller shall retain legal title to and ownership of the Facility and PGE shall assume possession, operation and control solely as agent for Seller, provided that PGE shall operate the Facility in conformance with Prudent Electric Industry Practice (including operation and maintenance of the Facility in accordance with manufacturer’s recommendations), the provisions and covenants set forth herein and in the Interconnection Agreement between Seller and the Transmission Provider, all leases, subleases, rights-of-way, easements and rights of ingress and egress used in connection with the Facility and Law (including all material permits, consents, licenses, approvals or authorizations from any Governmental Authority pertaining to the Facility). PGE’s exercise of its Step-In Rights shall not be deemed an assumption by PGE of any liability of, or attributable to, Seller; provided, however, during the time PGE is operating the Facility, PGE shall indemnify and hold Seller harmless for any third party claims against Seller arising out of PGE’s negligence or willful misconduct.
Title and Possession a. Landlord covenants, represents and warrants to Tenant as follows: (i) that Landlord owns or shall acquire fee simple title to the Leased Premises; (ii) that Landlord has the full right, power and authority, without the consent or approval of any other party, to enter into this Lease and perform the obligations on the part of the Landlord to be kept and performed; (iii) that said entire property comprising the Leased Premises is now and shall be as of the date of the recording of a Memorandum of this Lease as below defined, free and clear of all liens, encumbrances and restrictions, except for those items set forth on Exhibit “E” attached hereto and made a part hereof; and (iv) that upon Tenant paying the rents and keeping the agreements of this Lease on its part to be kept and performed, Tenant shall have peaceful and uninterrupted possession of the entire Leased Premises during the Term of this Lease; it being understood, however, that Landlord shall not be responsible for the acts or omissions of any third party which may interfere with Tenant’s use and enjoyment of the Premises unless caused by the gross negligence or willful misconduct of Landlord or in the event that the Landlord has failed to enforce the Tenant’s rights under Article 7. Landlord, at Landlord’s expense, shall also furnish Tenant evidence of Landlord’s title and the status thereof as of the date hereof and as of the date of the recordation of the memorandum. Such evidence shall be in form and substance reasonably satisfactory to Tenant and shall include, among other things, evidence that the Leased Premises is properly zoned for general retail use. Landlord warrants and represents to Tenant that no encumbrance or restriction imposed upon the Leased Premises, whether or not described in this Section (a), shall impair or restrict any right granted to Tenant or derived by Tenant under this Lease, and Landlord does hereby indemnify, defend and hold Tenant harmless from and against all claims, actions, damages, loss, cost and expense (including without limitation attorneys fees and court costs) resulting directly or indirectly from the breach of the foregoing warranty and representation. Landlord shall also provide Tenant with an as-built survey of the Leased Premises drawn per ALTA standards and certified to Tenant within thirty (30) days after Tenant’s acceptance of possession of the Leased Premises.
b. This Lease is and shall be subject and subordinate to: (i) all matters of public re...
Title and Possession. At Closing, title and possession of the leasehold interest in the Property and any improvements constructed thereon shall be conveyed by Seller to CITY under the terms and conditions set forth herein.
Title and Possession. On the Completion Date, the Owner will:
(a) transfer and convey the estate in fee simple of the Land to the District free and clear of all liens, charges, encumbrances and legal notations except for the Permitted Encumbrances; and
(b) give vacant possession of the Land to the District, subject only to the Permitted Encumbrances.
Title and Possession. (a) Title to the Unit shall be good and marketable or such as will be insured by a reputable title company at regular rates. The Unit shall be conveyed free and clear of all liens and encumbrances except restrictions, conditions and easements existing prior to Seller’s ownership which do not materially adversely impact Buyer’s use and enjoyment of the Unit or created by Seller at or prior to Settlement hereunder and reasonably necessary to the development of the Unit and the Community.
(b) Possession is to be delivered by fee simple special warranty deed and a key to the Unit.
(c) Buyer authorizes Seller to order Title Insurance through Security Abstract of PA, Inc.
Title and Possession. At Closing between Xxxxx and Seller, Xxxxxx agrees to deliver a Warranty Deed to the Property (“Deed”) conveying to Buyer and all of Seller’s interest to the Property, subject only to easements and restrictions of record acceptable to Buyer and its counsel.
Title and Possession. Xxxxxx agrees to deliver at Closing a general warranty deed to the Property conveying to Buyer or Xxxxx’s nominee marketable title to the Property, free and clear of all mortgages, deeds of trusts, leases, encumbrances, liens, assessments, charges or adverse claims of any kind or character whatsoever, except for easements and restrictions of record.
Title and Possession. Sublessor covenants and agrees that it has full right and authority to enter into this Sublease for the full term hereof, and that Tenant, upon paying the rents and other sums provided herein, and upon performing the duties, covenants, agreements and obligations hereof, and upon keeping and obeying all of the restrictions, conditions and provisions hereof, will have, hold and enjoy quiet possession of the Subleased Premises for the term herein granted and with all of the rights and privileges of Sublessor under the Prime Lease with respect to the Subleased Premises except as herein expressly excluded or modified and subject to all of said duties, covenants, agreements, obligations, restrictions, conditions and provisions.
Title and Possession. The leased equipment shall at all times remain and be the sole and exclusive personal property of XXXXXX and LESSEE shall have only the right to possession and use of the equipment under the terms of this lease. LESSEE shall acquire no equity in or right of ownership to the equipment and shall have no rights other than those granted in this Agreement.
Title and Possession. Buyer assumes all risk of loss with respect to the Property effective immediately upon Seller’s acceptance. However, notwithstanding any other provision, the parties intend that title to the Property shall not vest in Buyer (and Buyer shall not take possession of the Property) until final and effectual payment of the entire Purchase Price has been received by Auction Company. In the event of any failure, default, deficiency, defect, dishonor, chargeback, reversal, mistake and/or fraud with respect to the delivery of the Purchase Price in accordance with this Agreement (“Payment Defect”), Seller may elect to terminate Buyer’s right to acquire the Property under this Agreement (without prejudice to Seller’s right to recover any contract damages or other damages) by giving notice of such termination to Buyer. Any such termination shall be effective as of a date specified in a notice of termination from Seller to Buyer (but not earlier than the effective date of the notice). At any time after the effective date of such termination, Seller shall have the absolute and unconditional right to sell the Property free and clear of any right or claim of Buyer whatsoever.
