State of Title. Each Borrower has good and indefeasible title to, and ownership of, the Collateral, free and clear of all Liens except to the extent, if any, of the Permitted Liens, and exclusive of any Property for which a Borrower only has a leasehold estate.
State of Title. The Title Insurer shall have issued a valid title insurance commitment (marked up if necessary) or pro-forma title policy in favor of Buyer (or its assignee) in the amount of the Purchase Price showing title to the Bond Lease being subject only to the Permitted Exceptions, and title to the Bond Lease shall in fact only be subject to the Permitted Exceptions.
State of Title. At Closing, Seller shall convey to Purchaser the MOB Property, subject only to: (i) those covenants, conditions and restrictions of record which are reviewed and approved by Purchaser pursuant to Section 5.3 below, (ii) ad valorem taxes and special assessments not yet due and payable with respect to the MOB Property, and (iii) the Leases, (collectively “Permitted Exceptions”).
State of Title. In the event of the purchase of the Leased Property by the Tenant pursuant to the purchase option contained in Article 15 of this Lease, the Landlord need not transfer and convey to the Tenant or its designee (or, in the case of any Individual Property which is ground leased by the Landlord, there need not exist on the date such ground lease is assigned to the Tenant) any better title to each Individual Property than existed on the date the Landlord acquired title to such Individual Property, or entered into a ground lease for such Individual Property, and the Tenant shall accept such title, subject, however, to all Permitted Encumbrances, and to all applicable Legal Requirements, but free of the Lien of and security interest created by any Secured Interests and free of any Liens, encumbrances, charges, exceptions and restrictions which have been created by or resulted from acts of the Landlord during the Term which were not consented to or requested by the Tenant.
State of Title. At Closing, Seller shall convey the Property to Purchaser, subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to this Article 4 (the “Permitted Exceptions”).
State of Title. At the Closing, Owner shall sell the Property to the Company, and the Company shall purchase the Property from the Owner, subject only to (a) those matters set forth on Exhibit 4.1 annexed hereto, (b) any exceptions and matters that are approved, waived or deemed to have been approved or waived by the Company, (c) such title exceptions as the Title Company shall be willing to, at its regular rates, omit as exceptions to coverage, and (d) the standard exceptions and provisions contained in the form of insuring agreement employed by Title Company (the liens, claims, encumbrances, exceptions and matters set forth in subclauses (a) through (d) above being collectively referred to as the "PERMITTED EXCEPTIONS").
State of Title. Guarantor has good and indefeasible title to, and ownership of, the Collateral, free and clear of all Liens.
State of Title. (a) Title shall be conveyed to the Grantees at Closing in fee simple by local jurisdiction form bargain and sale deed with covenants against grantor’s acts and shall be insurable at regular rates free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests (except for the lien of real estate taxes not yet due and payable), but subject to all Permitted Exceptions (as such term is defined in Section 2.1(c) hereof).
State of Title. (a) Immediately prior to the Closing, and each with the consent of the Agency, (i) the Ground Lessee shall assign all of its right, title and interest in and to the Agency Retail Lease to Retail pursuant to the LCWP Agency Retail Lease Assignment and, simultaneously with such LCWP Agency Retail Lease Assignment, the Retail Sublease shall be merged into such Agency Retail Lease and terminated (the "RetailSublease Termination") and (ii) the Ground Lessee shall assign all of its right, title and interest in and to the Agency Recreation Lease to Recreation pursuant to the LCWP Agency Recreation Lease Assignment and, simultaneously with such LCWP Agency Recreation Lease Assignment, the Recreation Sublease shall be merged into such Agency Recreation Lease and terminated(the "RecreationSublease Termination", and together with the Retail Sublease Termination, the "Sublease Terminations"). At the Closing, with the consent of the Agency, Retail shall assign all of its right, title and interest in and to the Agency Retail Lease to the Owner (the "RetailGround Lease Assignment"), andRecreation shall assign all of its right, title and interest in and to the Agency Recreation Lease to the Owner (the "RecreationGround Lease Assignment", and together with the Retail Ground Lease Assignment, the "Ground Lease Assignment"). Immediately after the execution of the Ground Lease Assignment at the Closing, the Agency and the Owner shall amend and restate each of the Agency Leases in their entirety pursuant to (I) that certain Amended and RestatedAgreement of Lease (Retail Component) substantially in the form attached hereto as Exhibit "F-1" attached hereto and made a part hereof and (II) that certain Amended and Restated Supplemental Agreement of Lease (Recreation Component) substantially in the form attached hereto as Exhibit "F-2" attached hereto and made a part hereof (hereinafter collectively referred to as the "Amended Agency Leases"). Each of the LCWP Agency Retail Lease Assignment, the LCWP Agency Recreation Lease Assignment, the Sublease Terminations, the Ground Lease Assignment and a memorandum of Amended Agency Leases, shall be recorded in the Office of the Clerk of Westchester County, New York. At the Closing, the interest of the Owner in and to the Real Property pursuant to the Amended Agency Leases shall beinsurable at regular rates free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests (except for the lien of rea...
State of Title. Purchaser shall order current title commitments (the “Title Commitments”) with respect to the Real Property, together with legible copies of all title exception documents within five (5) Business Days of the Effective Date. Purchaser may also obtain, at its own cost, the Surveys during the Inspection Period. Within ten (10) Business Days after the date of receipt by Purchaser of the Title Commitments and Surveys, but in any event prior to the expiration of the Inspection Period, Purchaser may submit to Sellers a written Notice from Purchaser (“Title Notice”) specifying any alleged defects in or objections to the title shown in the Title Commitments or any of the Surveys. Any matters to which Purchaser objects in the Title Notice shall constitute “Title Exceptions”, and any survey defects to which Purchaser objects in the Title Notice which adversely affect title to the Real Property shall constitute “Survey Defects” (the Title Exceptions and Survey Defects shall collectively be referred to as the “Unpermitted Exceptions”). Sellers shall notify Purchaser in writing within five (5) Business Days of receiving the Title Notice (the “Exception Cure Period”) whether Sellers will cure any Unpermitted Exceptions set forth in the Title Notice and, if Sellers elect to cure such Unpermitted Exceptions, Sellers shall do so at their own expense (the failure to so notify Purchaser within such five (5) Business Days being deemed an election to cure such Unpermitted Exceptions). Upon Purchaser’s failure to timely object, all matters shown on the Title Commitment or on the Surveys shall thereafter be deemed a “Permitted Exception”. Any matter which Sellers elect not to cure shall also be deemed a Permitted Exception unless Purchaser elects to terminate this Agreement by written notice to Sellers within ten (10) days after Purchaser receives written notice of Sellers’ election not to cure such objection. If Sellers elect to cure any or all of the Unpermitted Exceptions, but are unable to complete the cure of such Unpermitted Exceptions before Closing, Purchaser shall have the right, in its absolute discretion, to elect, upon written notice to Sellers, to either (A) defer the Closing Date for a reasonable period not exceeding sixty (60) days to give Sellers an opportunity, to either (i) cure such Unpermitted Exceptions, or (ii) if Purchaser, in its sole and absolute discretion agrees to accept affirmative title insurance coverage with respect to such Unpermitted Exceptions, ...
