Condition of the Property at Closing Sample Clauses

The "Condition of the Property at Closing" clause defines the required state of the property when ownership is transferred to the buyer. Typically, it obligates the seller to maintain the property in substantially the same condition as it was at the time of contract signing, accounting for normal wear and tear, and may require that all agreed-upon repairs are completed before closing. This clause ensures that the buyer receives the property as expected and protects against any deterioration or damage occurring between contract and closing, thereby reducing disputes and clarifying responsibilities.
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Condition of the Property at Closing. Notwithstanding anything to the contrary contained in this Agreement, Seller agrees to convey the Property to the Purchaser on the Closing Date free and clear of: (i) any liens, mortgages, or monetary encumbrances that are not assumed or the result of any action taken by the Purchaser; (ii) except for the Management Agreement, all service or maintenance contracts, management or employment agreements, utility contracts, contracts for the purchase of supplies, insurance contracts, airline agreements, corporate account agreements, travel agency agreements, telephone service agreements, yellow pages or other advertising agreements, contracts for the leasing or licensing of Personal Property that the Purchaser has not specifically requested the right to assume; (iii) obligations to pay leasing or sales commissions or fees or any other oral or written understandings, leases, or agreements with any person pertaining to the Property, or the Hotel that the Purchaser has not specifically requested the right to assume; (iv) except for Manager and any Hotel guests, tenants, guests, licensees, or any other occupants of the Property and any of the property of such entities or individuals; and (v) the Hotel Agreements. Seller agrees to indemnify, defend, save and hold the Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors, attorneys, accountants, consultants and any successors or assigns of the foregoing (collectively with the Purchaser, the “Purchaser Related Parties”) harmless from and against any and all liabilities or Losses incurred by any of the Purchaser Related Parties, to the extent such liabilities or Losses arise out of or are in any way related to the failure of Seller to deliver the Property in the condition required under this Section 4.7. As used herein “Losses” shall mean any and all losses, costs, damages, liens, claims, judgments, debts, liabilities and/or expenses, including, but not limited to, reasonable attorneys’ fees, court costs and disbursements. The obligations under this Section 4.7 shall survive the Closing of this Agreement.
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Condition of the Property at Closing. On the Closing Date, the EDA shall deliver to Buyer exclusive vacant possession of the Property.
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Condition of the Property at Closing. On the Closing Date, HEDRA shall deliver to Buyer exclusive vacant possession of the Property.
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Related to Condition of the Property at Closing

  • Condition of the Property All bidders shall be deemed to have carried out all investigations and examinations of the Property and the title particulars at their own costs and expenses and upon being successful, accept the property in the state and condition in which the Property is at the date of the auction sale.

  • Operation of the Property Between June 1, 1998 and the Closing Date, Seller shall (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.

  • Condition of the Leased Property Lessee acknowledges receipt and delivery of possession of the Leased Property. Lessee has examined and otherwise has knowledge of the condition of the Leased Property and has found the same to be satisfactory for its purposes hereunder. Lessee is leasing the Leased Property “as is” in its present condition. Lessee waives any claim or action against Lessor in respect of the condition of the Leased Property. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY, OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE ACKNOWLEDGES THAT THE LEASED PROPERTY HAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT. Provided, however, to the extent permitted by law, Lessor hereby assigns to Lessee all of Lessor’s rights to proceed against any predecessor in title (other than any Affiliate of Lessee, which conveyed the Property to Lessor) for breaches of warranties or representations or for latent defects in the Leased Property. Lessor shall fully cooperate with Lessee in the prosecution of any such claim, in Lessor’s or Lessee’s name, all at Lessee’s sole cost and expense. Lessee hereby agrees to indemnify, defend and hold harmless Lessor from and against any claims, obligations and liabilities against or incurred by Lessor in connection with such cooperation.

  • Condition of the Premises Tenant has examined the Premises, including the appliances and fixtures (☐ and furnishings), and acknowledges that they are in good condition and repair, normal wear and tear excepted, and accepts them in its current condition, except for:

  • Possession of the Property The Parties hereby agree that the exclusive possession of the Property shall be delivered by the Seller to the Buyer on