Title; Condition. It shall be a condition precedent to Tenant’s obligation to proceed to the Closing that, at the Closing, the Title Company shall issue the Title Policy (or a “marked” title commitment) to Tenant insuring, in the full amount of the Purchase Price, Tenant as the fee simple owner of the Premises, subject only to the Permitted Exceptions. If the foregoing condition precedent fails for any reason other than the actions of Tenant, the exercise of this Right of First Offer by Tenant shall, at Tenant’s election, be null and void, in which event (i) the Xxxxxxx Money shall be returned to Tenant, and (ii) this Right of First Offer shall be irrevocably terminated and of no further force and effect. Landlord shall convey the Premises to Tenant subject to any and all liens, claims and encumbrances of record (“Permitted Exceptions”) other than the following: (i) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Landlord; (ii) mechanic’s liens pursuant to a written agreement between the claimant and Landlord; (iii) broker’s liens pursuant to a written agreement between the broker and Landlord and (iv) any other lien securing the payment of money owed by Landlord (the “Mandatory Cure Items”). Landlord shall, at Landlord’s sole cost, cure and remove any Mandatory Cure Items on or prior to the Closing. If Landlord fails to cure and remove (whether by endorsement or otherwise) any Mandatory Cure Items on or prior to the Closing, Tenant may, at its option and as its sole remedy hereunder, at law, in equity or pursuant to the Lease, either (i) terminate its election to exercise this Right of First Offer, in which event the Xxxxxxx Money shall be returned by Landlord to Tenant and this Right of First Offer shall thereafter become forever null and void, or (ii) proceed to close with title to the Premises as it then is with the right to deduct from the Purchase Price the amount reasonably necessary to cure and remove (by endorsement or otherwise, as mutually and reasonably determined by Tenant and Landlord) those Mandatory Cure Items that Landlord has failed to cure and remove.
Title; Condition. Purchaser’s satisfaction with the state of title to the Property, in accordance with Section 3.7 below; and
Title; Condition. SCN has, or will have at the Closing Date, and will convey to VERO good and marketable title to all of the Purchased Assets subject to no Security Interest. SCN agrees to remove all Security Interests on the Purchased Assets reflected on any search of public records, if any, prior to the Closing Date and to remove any other Security Interest on the Purchased Assets created with respect to the Purchased Assets between the date of such search of public records and the Closing Date.
Title; Condition. Title to the Real Property shall be as provided in Section 3.1 and, assuming Buyer pays the premium in respect thereof, the Title Company shall be irrevocably committed to issue the Owner’s Title Policy to Buyer.
Title; Condition. Buyer’s satisfaction, in its sole discretion, with the state of title to, and the Survey of, the Property pursuant to Section 6(a), including that all monetary obligation Defects shall be paid in full prior to or simultaneously with Closing.
Title; Condition. Each Party to receive title to real property under this Agreement shall have approved the condition of title and the form of title insurance to be issued by the Title Company, in amount of coverage reasonably requested, which approval shall not be unreasonably withheld.
Title; Condition. Section 3(l) of the Disclosure Schedule contains a complete, true and correct list of those assets which are material to the business or operations of MRS (the "Practice Assets"). MRS has good and marketable title to, or leasehold interests in, all of the Practice Assets. Except as disclosed on Section 3(l) of the Disclosure Schedule, none of the Practice Assets is subject to a contract or other agreement of sale or subject to security interests, mortgages, encumbrances, liens (including income, personal property and other tax liens) or charges of any kind or character. Upon completion of the merger, SCN shall own or lease the Practice Assets free and clear of all liens and encumbrances, except as disclosed in Section 3(l) of the Disclosure Schedule or except as otherwise disclosed elsewhere in this Agreement.
Title; Condition. (1) The Triton Entities have good and marketable title to all of the Purchased Assets. Notwithstanding anything to the contrary contained herein, the Triton Entities hereby confirm that their assets are generally subject to a security interest that has been granted by the Triton Entities and certain of their Affiliates to Chase Manhattan Bank, as administrative agent ("Administrative Agent"), which security interest will be released at or promptly following Closing in accordance with the terms of a release letter reasonably acceptable to Purchaser (the "Lender's Release"). The Triton Entities will at Closing convey to Purchaser good and marketable title to all Purchased Assets, in each case free and clear of any Lien other than Permitted Liens, subject to the recording by Purchaser or its agent after Closing of the releases to be delivered by the Administrative Agent promptly after compliance with the terms of the Lender's Release.
(2) At Closing the Triton Entities will transfer to Purchaser, and Purchaser shall acquire from the Triton Entities, the Purchased Assets in their "AS-IS" condition and state of repair on the Closing Date. EXCEPT AS SET FORTH HEREIN, THE TRITON ENTITIES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, 12 CONCERNING THE PURCHASED ASSETS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Title; Condition. 3.1.1 As soon as reasonably practicable after the Opening of Escrow, Buyer shall request and obtain from the Title Company a current CLTA coverage preliminary report for the Property (the "Preliminary Report"), together with copies of all documents available to the Title company referenced as recorded exceptions in the Preliminary Report. No later than the last day of the Due Diligence Period, Buyer may disapprove the Preliminary Report by delivering written notice to Seller and Escrow Holder (the "Notice of Defect") specifying each matter shown in the Preliminary Report, if any, which is disapproved by Buyer (each a "Disapproved Exception"). Seller's failure to receive the Notice of Defect within the Due Diligence Period shall be conclusively deemed to constitute Buyer's disapproval of the Preliminary Report as if Buyer had delivered a Notice of Defect disapproving each matter shown in the Preliminary Report.
3.1.2 Within five (5) business days after receiving a Notice of Defect or after the end of the Due Diligence Period if Buyer failed to deliver the Notice of Defect, Seller shall deliver to Buyer and Escrow Holder notice as to whether Seller will use its reasonable efforts to cure the Disapproved Exception(s). Buyer's failure to receive any notice from Seller within that five (5) business day period shall be deemed to be notice to Buyer that Seller elected not to cure the Disapproved Exception(s). Buyer shall be deemed to have terminated this Agreement under Paragraph 6.3 unless Buyer waives its disapproval of the Disapproved Exception(s) and agrees to acquire title to the Property subject to the Disapproved Exception(s) by written notice delivered to Seller and Escrow Holder within three (3) business days after Seller's notice (or deemed notice) as provided in this Paragraph 3.
3.1.3 If Seller notifies Buyer in writing, as provided in Paragraph 3.1.2, that it would use its reasonable efforts to cure a Disapproved Exception, and then fails to cure that Disapproved Exception by no later than three (3) business days before the Closing Date, Buyer, as its only remedy for Seller having failed to cure the Disapproved Exception, may elect by written notice to Seller and Escrow Holder, to be received no later than two (2) business days before the Closing Date, either to terminate this Agreement or to Close Escrow and to acquire the Property, subject to the Disapproved Exception(s), which Seller shall have no obligation to cure. Seller's failure to receive no...
Title; Condition. Notwithstanding the provisions of the foregoing paragraph (b), the Owner Trustee represents and warrants that on the Closing Date it will have whatever title to the Vessel as has been conveyed to it on such date by the Seller, subject to no Owner Encumbrances. In addition, the acceptance by the Charterer of the Vessel under this Charter shall be conclusive proof, as against the Charterer and the Guarantor, that the Vessel is seaworthy, is in good working order and repair, and is free and clear of all liens, charges and encumbrances other than Permitted Encumbrances (not including Permitted Encumbrances of the type described in clauses (iv) and (vi) of the definition of Permitted Encumbrances).
