Title Commitments and UCC Search Sample Clauses

The "Title Commitments and UCC Search" clause requires one party, typically the seller, to provide the buyer with evidence of clear ownership and the absence of liens or encumbrances on the property or assets being transferred. This is accomplished by delivering a title commitment from a recognized title insurance company and conducting a Uniform Commercial Code (UCC) search to identify any outstanding security interests or claims. By mandating these disclosures, the clause ensures that the buyer is protected from unforeseen legal or financial claims, thereby reducing risk and facilitating a smooth transfer of ownership.
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Title Commitments and UCC Search. Buyer has received and reviewed Schedule B to each title commitment delivered by the Title Insurer prior to the date hereof to the extent marked and attached to Section 12.1 of each Seller Disclosure Letter (as related to each Seller such Schedule B shall mean, its "Title Commitment") and each UCC-11 Search delivered by the Title Insurer prior to the date hereof to the extent set forth in Section 12.1 of each Seller Disclosure Letter (as related to each Seller, its "UCC Search") as evidence of the status of each Seller's title to its Property as of the dates thereof. Buyer acknowledges and agrees that the Title Commitments (as marked) do not contain or reflect any Major Title Defects. Each Seller shall cause the Title Insurer to deliver the Title Policy to Buyer at the Closing insuring that Buyer has leasehold or fee simple title to the Properties (with such coinsurance and reinsurance reasonably satisfactory to Buyer), and Buyer agrees to accept title to the Properties subject only to the Permitted Encumbrances. Buyer shall pay the premium for each Title Policy and all endorsements thereto. Seller shall execute any and all owner's affidavits as reasonably required by the Title Insurer as necessary to issue the Title Policy.