Common use of Title to Premises Clause in Contracts

Title to Premises. At Closing, Seller shall convey to Buyer, by special warranty deed, good and marketable title of record in fee simple to the Premises. All costs related to closing shall be paid by Buyer. Such costs shall be deemed to include real property taxes, real estate transfer taxes, sewer charges and other municipal and local taxes, assessments and levies upon the property which are required by the title company or Buyer's lender to be paid. The Buyer shall be required to accept at closing those restrictions of record that may appear on the title report to be issued by Continental Title Insurance Company, 0000 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (Required Encumbrances). Buyer further agrees that it will execute the easements, attached hereto as Exhibits B and C, relating to the private road system in the industrial center in which building #31 and this premises are situated. Buyer acknowledges that the documents will be recorded along with the deed. The Seller represents and warrants to the Buyer that it presently has marketable title in fee simple to the premises subject only to those exceptions listed in the title report, to be provided. The Seller further warrants that it will not cause or permit any adverse changes in its title to the premises at any time prior to the Closing of Title. If the title report requires actions or payments by the Seller in order to preserve Seller's title, the Seller will promptly make all of said payments and will promptly perform all of said acts without permitting any default. If at the Closing Date there may be any mortgages, liens or encumbrances which Seller is obligated to pay and discharge, Seller may use all or any portion of the Purchase Price payable at the Closing to satisfy the same, provided (i) Seller shall simultaneously deliver instruments in recordable form and sufficient to satisfy such mortgages, liens and encumbrances of record together with the cost of recording or filing said instruments which the title company employed by Buyer shall approve in order to omit such mortgages, liens and encumbrances from Buyer's title insurance commitment; or (ii) Seller shall have made arrangements with the title company employed by Buyer in advance of Closing, which are acceptable to and required by it, to insure the obtaining and recording of such satisfactions and the issuance of title insurance to Buyer free of any such liens and encumbrances.

Title to Premises. At Closing, Seller shall convey to Buyer, by special warranty deed, good and marketable title of record in fee simple to the Premises. All costs related to closing shall be paid by Buyer. Such costs shall be deemed to include real property taxes, real estate transfer taxes, sewer charges and other municipal and local taxes, assessments and levies upon the property which are required by the title company or Buyer's lender to be paid. The Buyer shall be required to accept at closing those restrictions of record that may appear on the title report to be issued by Continental Title Insurance Company, 0000 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (Required Encumbrances). Buyer further agrees that it will execute the easements, attached hereto as Exhibits B and C, relating to the private road system in the industrial center in which building #31 and this premises are situated. Buyer acknowledges that the documents will be recorded along with the deed. The Seller Landlord represents and warrants to Tenant that Landlord is the Buyer owner of the demised premises, and that it presently has marketable title in fee simple to the premises subject only to those exceptions listed there are no other individuals or entities having an ownership interest in the title reportdemised premises whatsoever except as expressly stated in this lease, and that Landlord has full right, power and authority, corporate and otherwise, to be providedexecute this lease, to lease the demised premises and to perform the obligations of Landlord under this lease. The Seller further warrants Landlord shall provide Tenant with its most recent commitment of title insurance or other proof adequate to Tenant, to insure that it will not cause or permit any adverse changes in its Landlord has title to the demised premises, unencumbered by claims which may disturb Tenant’s enjoyment of the demised premises and that no tax liens exist against the demised premises. Landlord warrants to Tenant that, by paying the rent provided for in this lease and performing Tenant’s obligations under this lease, Tenant will be entitled to peaceably and quietly enjoy the demised premises and all rights and appurtenances thereto during the lease Term, without molestation or hindrance of any person whomsoever. EXECUTED as a sealed instrument in two or more counterparts as of the day and year first above written. /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx, Manager By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxxxxx X. Xxxxx (Corporate Seal) Landlord, at any time prior its expense, will complete the following improvements to the Closing Property: 1. Completion of Titlethe passenger elevator upon installation by Tenant of Tenant’s telephone service; and completion of the office lobby within one hundred fifty (150) days of Commencement Date provided, however, Landlord will provide a $5,000.00 allowance to Tenant if Tenant chooses to install its own floor covering and ceiling in the 600 square foot lobby; 2. If All exterior parking lot paving, including the title report requires actions rear access drive (1.5” finish coat and preliminary coat if not already done), finish/landscape around the new drive, pave all around the smokestack area (including over concrete area), and lighting on or payments before May 21, 2001; and striping by a mutually agreed upon date; 3. Relocation of the Seller light pole in order to preserve Seller's titlethe parking lot on or before May 31, 2001; 4. Remove all equipment from building C and professionally clean the interior of building C and restore the restrooms within one hundred fifty (150) days of Commencement Date, failing which, the Seller will promptly make proportionate rent for building C shall xxxxx until the equipment is removed, the building interior is cleaned and the restrooms are restored; 5. Provide industrial heating and lighting to building D and provide electrical service thereto. The work set forth in this paragraph 5 shall be completed within one hundred fifty (150) days of Commencement Date provided, however, if Tenant elects to perform same, Landlord shall give Tenant an allowance of $6,100.00; 6. Landlord shall replace the structure linking building D to building A within one hundred fifty (150) days of Commencement Date, failing which the proportionate rent for building D shall xxxxx until said structure is replaced. Said structure shall thereafter be considered a building; 7. Replace/fix chainlink fence around both rear parking lots by May 31, 2001; 8. Two (2) new double doors in building D by January 30, 2001; 9. Smooth building D floor with concrete skim coat or comparable product within one hundred fifty (150) days of Commencement Date; 10. Clean up trash and remove all weeds around the buildings and garage area by May 31, 2001, and clean out the garage and secure and fix the doors thereto within one hundred fifty (150) days of Commencement Date; and 11. Install steps at back of building C to rear parking lot by May 31, 2001. Except as otherwise set forth on Exhibit B, all work needed to prepare the demised premises for Tenant’s occupancy shall be Tenant’s responsibility and is herein called “Tenant’s Work”. Except to the extent (if any) expressly provided to the contrary in Exhibit B hereof, Tenant’s Work shall include, without limitation, furnishing any distribution facilities within the demised premises for utilities (including, without limitation, electricity, water and sewerage) required to meet Tenant’s needs. Tenant shall submit to Landlord for its approval plans and specifications for Tenant’s Work. Landlord shall have twenty (20) days from the date of submission to approve or disapprove such plans and specifications. In the event of disapproval, Landlord shall give written notice of the same to Tenant and within fifteen (15) days from the date of such notice, Tenant shall submit new plans and specifications for Landlord’s approval, corrected so as to satisfy Landlord’s objections. Landlord shall not unreasonably withhold approval of plans and specifications, and Landlord agrees to cooperate with Tenant in the correction of disapproved plans and specifications. All of Tenant’s Work shall be done at Tenant’s sole risk and expense. Landlord shall not be a party to nor incur any liability as a result of any contract to perform any of Tenant’s Work. Tenant shall obtain lien waivers from all of said payments and will promptly perform all its contractors commencing work in the demised premises so that no mechanics’ or materialmen’s liens shall attach to the demised premises or the buildings as a result of said acts without permitting any default. If at the Closing Date there may be any mortgages, liens or encumbrances which Seller is obligated to pay and discharge, Seller may use all or any portion of the Purchase Price payable at the Closing to satisfy the same, provided (i) Seller shall simultaneously deliver instruments in recordable form and sufficient to satisfy such mortgages, liens and encumbrances of record together with the cost of recording or filing said instruments which the title company employed by Buyer shall approve in order to omit such mortgages, liens and encumbrances from Buyer's title insurance commitment; or (ii) Seller shall have made arrangements with the title company employed by Buyer in advance of Closing, which are acceptable to and required by it, to insure the obtaining and recording of such satisfactions and the issuance of title insurance to Buyer free of any such liens and encumbrancesTenant’s Work.

Title to Premises. At ClosingA. Seller shall convey insurable (with all standard exceptions deleted) and marketable title to the Property to Purchaser by General Warranty Deed (the “Deed”), with dower rights released, warranting title to be free and clear of all liens and encumbrances whatsoever except (i) matters of public record that do not materially adversely affect the value of the Property, or Purchaser’s intended use of the Property, (ii) zoning ordinances, (iii) taxes and assessments not yet due and payable (the “Permitted Exceptions”), and (iv) the Leases and the Contracts. Seller shall deliver the Property to Purchaser on the Closing Date free and clear of all encumbrances. B. Upon execution of this Agreement by Seller, Seller shall convey to Buyerobtain a commitment (the “Commitment”) issued by Lake County Title Company, by special warranty deed8000 Xxxxxxx Xxxxxx, good and marketable title of record Xxxxx 000, Xxxxxx, Xxxx, Attention: Txxxxx X. Xxxxxxx (the “Escrow Agent”) for an ALTA Owner’s Title Insurance Policy Form 1970B, if available (the “Title Policy”) in fee simple an amount equal to the PremisesPurchase Price showing title to the Property in Seller and naming Purchaser as the proposed insured. All costs related to closing The Commitment shall be paid accompanied by Buyercopies of all documents listed as exceptions to title or otherwise affecting title to the Seller’s Parcel. Such costs shall be deemed to include real property taxesPurchaser, real estate transfer taxesmay obtain an ALTA survey (the “Survey”) which shows the location of the Property and all easements, sewer charges rights of way and other municipal and local taxes, assessments and levies upon matters contained in the property Schedule B exceptions to the Commitment which are required by capable of being shown on the Survey (the Survey and all documents evidencing exceptions to title company or Buyer's lender are hereinafter referred to be paidas the “Related Documents”). C. Purchaser shall have thirty (30) days after receipt of the Commitment and Related Documents to review title to the Property. The Buyer If Purchaser notifies Seller that it does not approve of any title exceptions within said thirty (30) day period, Seller shall then have fifteen (15) days in which to resolve such objections and shall undertake to do so in good faith, but shall not be required to do so except for the discharge of liens and encumbrances, which Seller may pay at Closing. If Seller does not satisfactorily resolve such objections, then Purchaser, at its option, may either (i) terminate this Agreement within fifteen (15) days from receipt of Seller’s written notice stating that such objection has not been resolved, in which event Seller shall pay escrow and title charges incurred to date, and thereupon the parties shall be relieved of all further obligations hereunder, or (ii) waive the objection and accept title at closing those restrictions of record that may appear on the title report to be issued by Continental Title Insurance CompanyClosing with such objection, 0000 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (Required Encumbrances). Buyer further agrees that it will execute the easements, attached hereto as Exhibits B and C, relating to the private road system without any reduction in the industrial center in which building #31 Purchase Price. D. From and after the date of execution of this premises are situated. Buyer acknowledges that the documents will be recorded along with the deed. The Agreement by Seller, Seller represents and warrants shall not: (i) Permit any new or additional third party to the Buyer that it presently has marketable title in fee simple to the premises subject only to those exceptions listed in the title report, to be provided. The Seller further warrants that it will not cause or permit any adverse changes in its adversely affect Seller’s title to the premises Property and will not permit any new or additional exceptions to title to be created except those which will be removed at any time or prior to the Closing of Title. If the title report requires actions or payments by the Seller in order to preserve Seller's title, the Seller will promptly make all of said payments and will promptly perform all of said acts without permitting any default. If at the Closing Date there may be any mortgages, liens or encumbrances which Seller is obligated to pay and discharge, Seller may use all or any portion of the Purchase Price payable at the Closing to satisfy the same, provided (i) Seller shall simultaneously deliver instruments in recordable form and sufficient to satisfy such mortgages, liens and encumbrances of record together with the cost of recording or filing said instruments which the title company employed by Buyer shall approve in order to omit such mortgages, liens and encumbrances from Buyer's title insurance commitmentDate; or or (ii) Seller shall have made arrangements with Enter into any contracts or agreements pertaining to the title company employed by Buyer in advance of Closing, which Property that are acceptable to and required by it, to insure the obtaining and recording of such satisfactions and the issuance of title insurance to Buyer free of any such liens and encumbrancesnot cancelable upon thirty (30) days notice.

Title to Premises. At ClosingLiens; Condition of Properties. (a) Seller has good and marketable indefeasible fee simple title, free and clear of all liens and encumbrances to the Real Property except for those encumbrances permitted under a standard and customary title policy as set forth in Schedule 2.10(a). Seller has not leased or otherwise granted to any person the right to use or occupy such Real Property or any portion thereof; and there are no outstanding options, rights of first offer or rights of first refusal to purchase the Real Property or any portion thereof or interest therein. There is no condemnation, expropriation or other proceeding in eminent domain, pending or to the knowledge of Seller and Shareholder threatened, affecting any parcel of Real Property or any portion thereof or interest therein. There is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or to the knowledge of Seller and Shareholder threatened, relating to the ownership, lease, use or occupancy of the Real Property or any portion thereof, or the operation of Seller’s Business as currently conducted thereon. The Real Property is in compliance with all other applicable building, zoning, subdivision, health and safety and all other land use laws, including, as amended, and all insurance requirements affecting the Real Property (collectively, the “Real Property Law”), and to the knowledge of Seller and Shareholder, the current use and occupancy of the Real Property and operation of Seller’s Business thereon does not violate any Real Property Laws. All certificates of occupancy, permits, licenses, franchise, approvals and authorizations (collectively, the “Real Property Permits”) of all governmental authorities, board of fire underwriters, association or any other entity having jurisdiction over the Real Property, which are required to use or occupy the Real Property or operate Seller’s Business as currently conducted thereon, have been issued and are in full force and effect. Seller has not received any notice from any governmental authority or other entity having jurisdiction over the Real Property threatening a suspension, revocation, modification or cancellation of the any Real Property Permit. (b) Seller has delivered to Buyer true, correct and complete copies of all material leases, subleases, rental agreements, tenancies or licenses related to any of the personal property. (c) Except as specifically disclosed in Schedule 2.10(c) or in the Base Balance Sheet, Seller shall convey to Buyer, by special warranty deed, has good and marketable title to all its owned personal property, free from liens, pledges and encumbrances and each of record its leases is valid, binding and enforceable in fee simple accordance with its terms against Seller and, to the Premises. All costs related knowledge of Seller and Shareholder, against the other parties thereto, is subsisting and (subject to closing shall be paid obtaining required consents) fully assignable by Buyer. Such costs shall be deemed to include real property taxesSeller, real estate transfer taxesand no default by Seller exists thereunder, sewer charges and other municipal and local taxes, assessments and levies upon the property which are required by the title company or Buyer's lender to be paid. The Buyer shall be required to accept at closing those restrictions of record that may appear on the title report to be issued by Continental Title Insurance Company, 0000 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (Required Encumbrances). Buyer further agrees that it will execute the easements, attached hereto as Exhibits B and C, relating to the private road knowledge of Seller and Shareholder, by any other party. Seller has not received notice that any party to any such lease intends to cancel, terminate or refuse to renew the same or to exercise or decline to exercise any option or any right thereunder. (d) Except as otherwise specified in Schedule 2.10(d) hereto, to the knowledge of Seller and Shareholder, all machinery and equipment of Seller, and the HVAC system used by Seller, are in good condition, working order and repair, age and reasonable wear and tear excepted, are adequate for the industrial center uses to which they are put, have been maintained in which building #31 and this premises are situated. Buyer acknowledges that the documents will be recorded along accordance with the deed. The Seller represents past practices of Seller’s business in a responsible manner as historically conducted, substantially conform with all applicable ordinances, regulations and warrants to the Buyer that it presently has marketable title in fee simple to the premises subject only to those exceptions listed in the title reportzoning, to be provided. The Seller further warrants that it will safety or other laws, and do not cause or permit any adverse changes in its title to the premises at any time prior to the Closing encroach on property of Title. If the title report requires actions or payments by the Seller in order to preserve Seller's title, the Seller will promptly make all of said payments and will promptly perform all of said acts without permitting any default. If at the Closing Date there may be any mortgages, liens or encumbrances which Seller is obligated to pay and discharge, Seller may use all or any portion of the Purchase Price payable at the Closing to satisfy the same, provided (i) Seller shall simultaneously deliver instruments in recordable form and sufficient to satisfy such mortgages, liens and encumbrances of record together with the cost of recording or filing said instruments which the title company employed by Buyer shall approve in order to omit such mortgages, liens and encumbrances from Buyer's title insurance commitment; or (ii) Seller shall have made arrangements with the title company employed by Buyer in advance of Closing, which are acceptable to and required by it, to insure the obtaining and recording of such satisfactions and the issuance of title insurance to Buyer free of any such liens and encumbrancesothers.

Title to Premises. At Closing, Seller shall convey The Lease Rights granted hereunder are subject to Buyer, by special warranty deed, good ARZC’s title and marketable title of record in fee simple to the Premises. All costs related to closing shall be paid by Buyer. Such costs shall be deemed to include real property taxes, real estate transfer taxes, sewer charges and other municipal and local taxes, assessments and levies upon the property which are required by the title company or Buyer's lender to be paid. The Buyer shall be required to accept at closing those restrictions of record that may appear on the title report to be issued by Continental Title Insurance Company, 0000 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (Required Encumbrances). Buyer further agrees that it will execute the easements, attached hereto as Exhibits B and C, relating to the private road system interest in the industrial center in which building #31 Property and this premises are situatedall defects therein. Buyer acknowledges that the documents will be recorded along with the deed. The Seller represents and warrants to the Buyer that it presently has marketable title in fee simple to the premises subject only to those exceptions listed in the title report, to be provided. The Seller further warrants that it will not cause or permit ARZC disclaims any adverse changes in warranty of its title to the premises at Property or that the rights granted herein will permit Cadiz RE to construct, maintain or operate all of the Facilities contemplated hereunder. a. Cadiz RE understands that ARZC occupies, uses and possesses lands, rights-of-way and rail corridors under all forms and qualities of ownership. Accordingly, nothing in this Agreement shall act as or be deemed to act as any time prior warranty, guaranty or representation of the quality of ARZC’s title for the Property occupied, used or enjoyed in any manner by Cadiz RE under any rights created in this Agreement. It is expressly understood that ARZC does not warrant title to the Closing Property, and Cadiz RE will accept the grants and privileges contained herein subject to all lawful outstanding existing liens, mortgages and superior rights in and to the Property, and all other leases, licenses and easements or other interests previously granted to others therein. x. Xxxxx RE agrees it shall not have or make any claim against ARZC for damages on account of Title. If any deficiencies in title to the Property in the event of failure or insufficiency of ARZC’s title report requires actions to any portion thereof arising from Cadiz RE’s use or payments by occupancy thereof. x. Xxxxx RE further agrees to defend, indemnify and hold ARZC, and the Seller in order to preserve Seller's Property, harmless from all claims or litigation for slander of title, overburden of easement, or similar claims, arising because of or based upon Cadiz RE’s placement, or the Seller will promptly make all presence, of said payments and will promptly perform all of said acts without permitting any default. If at Cadiz RE’s facilities or structures in, on or along the Closing Date there may be any mortgagesAccess Areas, liens or encumbrances which Seller is obligated to pay and discharge, Seller may use all or any except for that portion of such claims which relate solely to ARZC’s right to continue rail operations in or over such Property, and to defend, indemnify and hold ARZC harmless from any such litigation or defense costs, and any judgment therefrom. d. At no cost to it, ARZC will cooperate with Cadiz RE’s efforts to acquire any additional property rights necessary to construct, operate and maintain Facilities along the Purchase Price payable at Access Areas. e. With respect to any mortgage, loan or obligation that is secured by a lien against the Closing Property, upon the request of Cadiz RE, ARZC agrees to satisfy the sameexercise its best efforts to provide Cadiz RE with a Subordination, provided (i) Seller shall simultaneously deliver instruments in recordable Non-Disturbance and Attornment Agreement, on a form and sufficient reasonably acceptable to satisfy such mortgagesCadiz RE, liens and encumbrances of record together with the cost of recording or filing said instruments pursuant to which the title company employed by Buyer shall approve in order to omit such mortgages, liens and encumbrances from Buyer's title insurance commitment; or (ii) Seller shall have made arrangements with the title company employed by Buyer in advance of Closing, which are acceptable to and required by it, to insure the obtaining and recording holder of such satisfactions lien shall recognize this Agreement and the issuance interest of title insurance Cadiz RE in the Property, and agree not to Buyer free disturb Cadiz RE in the event that the holder of any such liens and encumbranceslien becomes the owner of the Property.