Condition of Title (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below.
(b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or
(ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price.
(c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,
Retention of Title 1. The Supplier reserves the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title.
2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be entitled to co-ownership of the new items in proportion to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect.
3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights.
4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value).
5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables.
6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request.
7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.