TITLE AND POSSESSION OF THE PROPERTY Sample Clauses

TITLE AND POSSESSION OF THE PROPERTY. (a) It shall be a condition to Buyer's obligation to close hereunder that the Title Company deliver at Closing to Buyer an ALTA owner's policy of title insurance, 1970 Form B, (rev. 10-17-70 and 10-17-84), or other rated form acceptable to Buyer (acting reasonably), with the standard general exceptions deleted (or, with Buyer's reasonable approval, insured over), subject to rights under the Tenant Leases, and with such endorsements as Buyer may reasonably require, including, without limitation, owner's comprehensive, survey, access, tax parcel, utilities and contiguity endorsements (provided that Buyer pay the costs of all such endorsements), in the amount of the total consideration paid by Buyer to Seller for the Property (the "Title Policy") issued by the Title Company, as assurance that upon Closing, the Buyer holds and will hold good, valid and insurable title in fee simple absolute to the Property including all rights, privileges and easements appurtenant to the Property free and clear of all encumbrances whatsoever, except the following (collectively, the "Permitted Exceptions"): (i) zoning ordinances and regulations; provided the same do not interfere with the use of the Property as an apartment complex;
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
TITLE AND POSSESSION OF THE PROPERTY. (a) It shall be a condition to Buyer's obligation to close hereunder that the Title Company deliver at Closing to Buyer an ALTA owner's policy of title insurance, 1970 Form B, (rev. 10-17-70 and 10-17-84), or other rated form acceptable to Buyer (acting reasonably), with the standard general exceptions deleted (or, with Buyer's reasonable approval, insured over), subject to rights under the Tenant Leases, and with such endorsements as Buyer may reasonably r e q u i re, including, without limitation, owner's comprehensive, survey, access, tax parcel, utilities and contiguity endorsements (provided that Buyer pay the costs of all such endorsements), in the full amount of the Purchase Price (the "Title Policy") issued by the Title Company, as assurance that upon Closing, the Buyer holds and will hold good, valid and insurable title in fee simple absolute to the Property including all rights, privileges and easements appurtenant to the Property free and clear of all encumbrances whatsoever, except the following (collectively, the "Permitted Exceptions"):
Sample 1Sample 2Sample 3
TITLE AND POSSESSION OF THE PROPERTY. (a) At the Closing, Purchaser shall have the right to obtain an ALTA owner’s policy of title insurance in the amount of the Purchase Price on the Title Company’s standard form (the “Title Policy”) issued by the Title Company (the costs of the Title Policy shall be borne by Purchaser in accordance with the provisions of Section 3(c) of this Agreement), to insure that, upon Closing, Purchaser will hold good, valid, and indefeasible fee simple title in and to the Property, free and clear of all Encumbrances whatsoever, except for the permitted exceptions set forth on Exhibit G (the “Permitted Exceptions”).
Sample 1
TITLE AND POSSESSION OF THE PROPERTY. (a) It shall be a condition to Buyer's obligation to close hereunder that the Title Company deliver at Closing to Buyer (for the benefit of the Partnership) an ALTA owner's policy of title insurance, 1970 Form B (rev. 10-17-70 and 10-17-84) or other rated form acceptable to Buyer, with the standard exceptions deleted, subject to rights of tenants under the Tenant Leases, and with such endorsements as Buyer may reasonably require, including, without limitation, non-imputation and fairways endorsements, in the amount of $37,028,000 (the "Title Policy") issued by the Title Company, as assurance that upon the Closing, the Partnership holds and will hold good, valid, and marketable title in fee simple absolute to the Property including all rights, privileges, and easements appurtenant to the Property free and clear of all encumbrances whatsoever, except as follows (collectively, the "Permitted Exceptions):
Sample 1
TITLE AND POSSESSION OF THE PROPERTY. (a) It shall be a condition to Buyer's obligation to close hereunder that the Title Company deliver at Closing to Buyer (for the benefit of the Partnership) an ALTA owner's policy of title insurance, 1970 Form B (rev. 10-17-70 and 10-17-84) or other rated form acceptable to Buyer, with the standard exceptions deleted, and with such endorsements as Buyer may reasonably require, including, without limitation, non- imputation and fairways endorsements, in the amount of $40,000,000 (the "Title Policy") issued by the Title Company, as assurance that upon the Closing, the Partnership holds and will hold good, valid, and marketable title in fee simple absolute to the Property including all rights, privileges, and easements appurtenant to the Property free and clear of all encumbrances whatsoever, except as follows (collectively, the "Permitted Exceptions):
Sample 1

Related to TITLE AND POSSESSION OF THE PROPERTY

  • Possession of the Property The Parties hereby agree that the exclusive possession of the Property shall be delivered by the Seller to the Buyer on .

  • Condition of the Property THE LESSEE ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE LESSOR AND SUBJECT TO (A) THE EXISTING STATE OF TITLE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. THE LESSOR HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) AND SHALL NOT BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OR ANY PART THEREOF) AND THE LESSOR SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW.

  • Title to Properties; Possession Under Leases (a) Such Borrower and each of its Subsidiaries have good and marketable title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes.

  • Operation of the Property During the Term, NAI shall operate the Property in a good and workmanlike manner and substantially in compliance with all Applicable Laws and will pay or cause to be paid all fees or charges of any kind in connection therewith. (If NAI does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written notice given to NAI or BNPLC by any governmental authority, then for purposes of the preceding sentence, NAI shall be considered not to have maintained the Property "substantially in accordance with Applicable Laws" whether or not the noncompliance would be substantial in the absence of the notice.) During the Term, NAI shall not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect thereto. During the Term, to the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or NAI's use, occupancy or operations on the Property, NAI shall not, without BNPLC's prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. If (A) a change in the zoning or other Applicable Laws affecting the permitted use or development of the Property shall occur after the Base Rent Commencement Date that reduces the value of the Property, or (B) conditions or circumstances on or about the Property are discovered after the Base Rent Commencement Date (such as the presence of an endangered species) which substantially impede development and thereby reduce the value of the Property, and if after any such reduction under clause (A) or (B) preceding the Current AS IS Market Value of the Property is less than sixty percent (60%) of Stipulated Loss Value, then NAI shall pay BNPLC upon request the amount by which Current AS IS Market Value is less than sixty percent (60%) of Stipulated Loss Value, for application as a Qualified Prepayment. During the Term, NAI shall not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and NAI shall not do any act whereby the market value of the Property may reasonably be expected to be materially lessened. During the Term, if NAI receives a written notice or claim from any federal, state or other governmental entity that the Property is not in compliance in any material respect with any Applicable Law, or that any action may be taken against the owner of the Property because the Property does not comply with Applicable Law, NAI shall promptly furnish a copy of such notice or claim to BNPLC. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI shall not be deemed in default hereunder because of the violation of such Applicable Law, if NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and if NAI promptly causes the Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Property; provided, however, in any event such contest shall be concluded and the violation of such Applicable Law must be corrected by NAI and any claims asserted against BNPLC or the Property because of such violation must be paid by NAI, all prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or any of its directors, officers or employees because of such violation, (ii) the date that any action is taken by any governmental authority against BNPLC or any property owned by BNPLC (including the Property) because of such violation, or (iii) a Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

  • Condition of the Leased Property Lessee acknowledges receipt and delivery of possession of the Leased Property. Lessee has examined and otherwise has knowledge of the condition of the Leased Property and has found the same to be satisfactory for its purposes hereunder. Lessee is leasing the Leased Property “as is” in its present condition. Lessee waives any claim or action against Lessor in respect of the condition of the Leased Property. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY, OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE ACKNOWLEDGES THAT THE LEASED PROPERTY HAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT. Provided, however, to the extent permitted by law, Lessor hereby assigns to Lessee all of Lessor’s rights to proceed against any predecessor in title (other than any Affiliate of Lessee, which conveyed the Property to Lessor) for breaches of warranties or representations or for latent defects in the Leased Property. Lessor shall fully cooperate with Lessee in the prosecution of any such claim, in Lessor’s or Lessee’s name, all at Lessee’s sole cost and expense. Lessee hereby agrees to indemnify, defend and hold harmless Lessor from and against any claims, obligations and liabilities against or incurred by Lessor in connection with such cooperation.

  • Possession of Property Possession of the Property free and clear of all uses and encroachments, except the Permitted Exceptions, shall be delivered to Purchaser at closing.

  • Condition of the Premises Tenant has examined the Premises, including the appliances and fixtures ( and furnishings), and acknowledges that they are in good condition and repair, normal wear and tear excepted, and accepts them in its current condition, except for:

  • Maintenance of the Property Neither Broker nor Brokerage Firm is responsible for maintenance of the 324 Property nor are they liable for damage of any kind occurring to the Property, unless such damage is caused by their negligence or 325 intentional misconduct.

  • Title to Properties; Encumbrances The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

  • DESCRIPTION OF THE PROPERTY 13.1 The Property as referred to in the Proclamation of Sale shall be deemed to have been correctly and sufficiently described.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!