Title to Real Property. (a) Purchaser agrees to notify Seller in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days after the date hereof of any mortgages, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects (the "TITLE DEFECTS"), provided that the Title Defects and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect.
(b) Purchaser shall have the right to obtain an updated title search or survey not less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Upda...
Title to Real Property. (a) The MLP, OLP or the Subsidiaries have (or will have at Closing):
(i) good and marketable title in fee to all real property and interests in real property, owned or purported to be owned in fee by the MLP, the OLP or the Subsidiaries (individually, an "Atlas Owned Property"); and set forth on Schedule 4.15(a)(i) is a list of each Atlas Owned Property; and
(ii) good and marketable title to the leasehold estates in all real property and interests in real property purported to be leased by the MLP, the OLP or the Subsidiaries (individually, an "Atlas Leased Property"); and set forth on Schedule 4.15(a)(ii) is a list of each Atlas Leased Property; and in the case of both clause (i) and (ii), free and clear of all Liens, except:
(1) Liens as set forth on Schedule 4.15(a);
(2) leases, subleases and similar agreements set forth on Schedule 4.15(a);
(3) Atlas Permitted Liens;
(4) easements, covenants, rights-of-way and other similar restrictions of record;
(5) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Property made prior to Closing; and
(6) (A) zoning, building and other similar restrictions, (B) Liens, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which any of the Atlas Entities have easement rights or on any Atlas Leased Property, and (C) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (A), (B) and (C), individually or in the aggregate, is reasonably likely to have an Atlas Material Adverse Effect. Those items set forth in clauses (1)-(6) above are herein referred to as the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easements, rights of way, licenses and land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use an...
Title to Real Property. The Company, the Operating Partnership and the subsidiaries have good and marketable title in fee simple to all Properties owned by them, in each case free and clear of all liens, claims, security interests, pledges, charges, encumbrances, encroachments, restrictions, mortgages and other defects, except (i) such as are disclosed in the Disclosure Package and the Prospectus, (ii) such as are listed as an exception to any owner’s or leasehold title insurance policy with respect to such Property or otherwise set forth in any loan or financing documentation relating to such Property, in each case made available by the Company to the Underwriters or their counsel, (iii) for the leasehold interests of the tenants or (iv) such as except as would not, individually or in the aggregate, have a Material Adverse Effect; any Properties leased by the Company, the Operating Partnership or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Registration Statement, the Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or are not material and do not materially interfere with the use made or proposed to be made of such Property by the Company, the Operating Partnership or such subsidiary; the Company, the Operating Partnership or a subsidiary has obtained an owner’s title insurance policy, from a title insurance company licensed to issue such policy, on each Property that is owned by the Company, the Operating Partnership or a subsidiary that insures the Company’s, the Operating Partnership’s or the subsidiary’s fee interest in such Property, or a lender’s title insurance policy insuring the lien of its mortgage securing such Property with coverage equal to the maximum aggregate principal amount of any indebtedness held by the Company, the Operating Partnership or a subsidiary and secured by such Property.
Title to Real Property. (a) As of the date hereof, Section 4.10(a) of the Seller Disclosure Letter is accurate in all material respects and sets forth: (i) a true, correct and complete list of all Owned Real Property (including the property designation or address of each parcel of Owned Real Property), and (ii) a true, correct and complete list of all Real Property Leases and the property designation or address of each parcel of Leased Real Property.
(b) Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, the Nordic Companies have full title (No. hjemmel og full eiendomsrett; Sw. lagfaren och obligationsrättslig ägare) to the Owned Real Property, free and clear of all Liens, other than Permitted Liens and except in any case as would not individually or in the aggregate have a Material Adverse Effect. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, the Nordic Companies have not leased, subleased, licensed, granted a concession or other right or interest to any Person to use or occupy the Owned Real Property or any portion thereof. Other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, as of the Closing (and assuming receipt of any applicable consent set forth in Section 4.5(a) of the Seller Disclosure Letter), (x) the Nordic Companies will have full title to all of the Owned Real Property, free and clear of all Liens, other than Permitted Liens and (y) with respect to the Leased Real Property, the Nordic Companies will hold such Leased Real Property on terms and conditions in all material respects the same as those set forth in the Real Property Leases as of the date hereof, except as would not individually or in the aggregate have a Material Adverse Effect. As of the date hereof, none of Seller, its Affiliates, or the Nordic Companies has received written notice of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect to any Owned Real Property.
(c) Except as set forth in Section 4.10(c) of the Seller Disclosure Letter, with respect to each Real Property Lease: (i) such lease is valid, binding and in full force and effect; (ii) the Transactions do not require the consent of any other party to such lease and will not result in a material breach of or de...
Title to Real Property. Seller owns the Real Property, free and clear of all encumbrances except the Permitted Encumbrances.
Title to Real Property. Mortgagor
(a) owns fee simple title to the Real Property, (b) owns all of the beneficial and equitable interest in and to the Real Property, and (c) is lawfully seized and possessed of the Real Property. Mortgagor xxx xxx right and authority to convey a security interest in the Real Property and does hereby convey a security interest in the Real Property. The Real Property is subject to no Encumbrances other than the Permitted Encumbrances.
Title to Real Property. 12 5.17 Insurance.............................................................................. 12 5.18
Title to Real Property. The Operating Company and the Operating Subsidiaries, as the case may be, have good and indefeasible title to all real property (save and except “rights-of-way” (as defined in subsection (ii) below)) and good title to all personal property owned by them, in each case free and clear of all (i) liens and security interests except (a) liens or security interests securing indebtedness incurred, assumed or agreed to by the Operating Company or any of the Operating Subsidiaries, (b) liens for real property taxes, assessments and other governmental charges not delinquencies or that are currently being contested in good faith by appropriate proceedings, and (c) mechanics’ and materialman’s liens not filed of record and similar charges not delinquent or that are filed of record but are being contested in good faith by appropriate proceedings, or (ii) other claims and other encumbrances (other than liens or security interests) except, in each case, (a) as described, and subject to the limitations contained, in the Time of Sale Information and the Offering Memorandum or (b) as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; provided that, with respect to any real property and buildings held under lease by the Operating Company and the Operating Subsidiaries, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Title to Real Property. Buyer shall use commercially reasonable efforts to obtain the Title Commitment, copies of all of the Title Documents, and the Survey as soon as reasonably practicable after the date hereof. Buyer shall notify Seller when it receives any of the aforementioned documents and shall promptly furnish Seller copies of the same.
Title to Real Property. To Grantor’s knowledge and belief, Grantor (a) owns fee simple title to the Real Property, (b) owns all of the beneficial and equitable interest in and to the Real Property, and (c) is lawfully seized and possessed of the Real Property. To Grantor’s knowledge and belief, Grantor has the right and authority to convey the Real Property and does hereby convey the Real Property in accordance with the terms of this Deed of Trust with general warranty. To Grantor’s knowledge and belief, the Real Property is subject to no Encumbrances other than the Permitted Encumbrances and Taxes, not yet delinquent.
