Title to FF&E. Each Owner has good and marketable title to the FF&E described on the FF&E Schedule. The FF&E that is leased rather than owned by each Owner is included in the Contracts.
Title to FF&E. Other than leased FF&E covered by an Equipment Lease, Seller has good title to the FF&E owned by it and used in connection with the operation of the Hotel owned by it, which in each case shall be free and clear of all liens and encumbrances as of the Closing Date, subject only to the related Permitted Exceptions.
Title to FF&E. Other than Personal Property subject to the Hotel Agreements, Seller has good title to the Personal Property used in connection with the operation of the Hotel, which in each case shall be free and clear of all liens and encumbrances as of the Closing Date, subject only to the related Permitted Title Exceptions.
Title to FF&E. Seller has good and marketable title to the FF&E described on the FF&E Schedule. Subject to any Equipment Leases as described in Section 6.4 which can not be assigned by Seller, the FF&E that is leased rather than owned by Seller is included in the Contracts.
Title to FF&E. Except as set forth in the Seller Due Diligence Materials, Seller has good and valid title to all FF&E, which shall be free and clear of all liens and encumbrances (other than Landlord Liens) as of the Closing Date.
Title to FF&E. Other than Personal Property subject to the Hotel Agreements, to Seller’s Knowledge, Seller is the owner of the Personal Property located at the Hotel and used in connection with the operation of the Hotel, which in each case shall be free and clear of all liens and encumbrances as of the Closing Date, subject only to the related Permitted Exceptions. The representations and warranties made by the Seller to the Purchaser in this Article III shall survive the Closing for a period of one (1) year following the Closing Date (the “Rep Survival Period”).
Title to FF&E. Seller has good and marketable title in and to all of the FF&E, free and clear of all Liens.
Title to FF&E. Other than Personal Property subject to the Hotel Agreements, Seller has good title to the Personal Property used in connection with the operation of the Hotel, which in each case shall be free and clear of all liens and encumbrances as of the Closing Date, subject only to the related Permitted Title Exceptions. The representations and warranties in this Article III shall survive the Closing for a period of one (1) year following the Closing Date (“Survival Period”). Notwithstanding anything to the contrary contained in this Agreement, any claim that Purchaser may have during the Survival Period against Seller for any breach of the representations and warranties contained in this Article III, covenants under this Agreement or claims related to any indemnities under this Agreement, will not be valid or effective, and Seller shall have no liability with respect thereto, unless the aggregate of all valid claims exceed $20,000.00. Seller’s liability for damages resulting from valid claims during the Survival Period shall in no event exceed five percent (5%) of the Purchase Price in the aggregate. Purchaser agrees that, with respect to any alleged breach of representations, warranty, covenant or any indemnity claims under this Agreement made or discovered after the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to $100. In the event Purchaser obtains knowledge on or before Closing of any material inaccuracy in any of the representations and warranties contained in this Article III or covenants under this Agreement, Purchaser may, as Purchaser’s sole and exclusive remedy either: (i) terminate this Agreement whereupon the Xxxxxxx Money less the Independent Contract Consideration shall be refunded to Purchaser, and neither party shall have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive any and all claims against Seller on account of such inaccuracy and close the transaction. In the event Purchaser obtains knowledge on or before the expiration of the Study Period of any inaccuracy in any of the representations and warranties contained in this Article III, and Purchaser does not terminate this Agreement on or before the expiration of the Study Period, Purchaser shall be deemed to have waived any and all claims against Seller on account of such inaccuracy (including the right to terminate this Agreement...
Title to FF&E. Borrower has good title to all property listed on ------------- Schedule A annexed hereto subject to no Lien other than the Liens held by Lender which will be first perfect Liens covering such property and the Permitted Subordinate Liens covered by the Subordination Agreements. At the time each Advance is made, Borrower will have good title to the FF&E described on the applicable Request for Advance, or will acquire good title thereto upon the disbursement of the proceeds of the Advance, subject to no Lien covering the FF&E other than the Liens held by Lender which will be first perfected Liens covering the FF&E and the Permitted Subordinate Liens covered by the Subordination Agreements.
