Conveyance of the Property Clause Samples

Conveyance of the Property. Provided that an Event of Default on the part of Developer has not occurred or circumstances exists that with the passage of time and the giving of notice would constitute an Event of Default on the part of Developer, upon the closing of the sale of the applicable townhouse units that were constructed on the CRA Property the CRA shall convey the CRA Property to the Developer. Without limiting the foregoing, the parties acknowledge and agree that the CRA Property may need to be conveyed at different times by separate Deeds depending on the townhouse unit closings. Such conveyance shall be by Special Warranty Deed (the “Deed”) and subject to all matters of record including, but not limited to, the mortgage and any other security documents related to the Construction Loan and otherwise on an “AS-IS” “WHERE-IS” basis with no representations or warranties of any kind whatsoever except for title as set for in the Deed. The Developer acknowledges and agrees that a covenant is to recorded in the Public Records simultaneously with the Deed pursuant to which (i) the Developer agrees to (i) that the Property shall remain a residential townhouse for a minimum period of fifteen (15) years and (ii) if (i) is violated the individual principal members of the Developer agree to pay to the CRA the value of the Property (i.e., $________.00) with such amount amortized on a straight line basis over the fifteen (15) year period, which covenant shall be in form and substance reasonably acceptable to the CRA and its legal counsel; provided, further, that since the Developer is selling the townhouse units to third party end users, the covenant set forth above shall also be supplemented by a guaranty from the Developer and its individual principal members, which guaranty shall be in form and substance reasonably acceptable to the CRA and its legal counsel. The CRA shall also provide an owner’s affidavit as well as other documents reasonably required by the title company to provide Developer with an owner’s title insurance policy. In addition to the foregoing, the Developer agrees to accept title to the Property subject to a perpetual Declaration of Restrictive Covenants prepared by the CRA’s legal counsel and in a form and substance acceptable to the CRA in all respects that provides for, among other things, (a) the maintenance, repair and replacement of the Project so that it remains consistent with the Site Plan for a period of fifteen (15) years and (b) the prohibition of certai...

Conveyance of the Property. At Closing, Seller shall convey the Real Property subject to (i) all Permitted Exceptions, and (ii) all Unpermitted Exceptions which are cured by causing the Title Company to remove or insure over such Unpermitted Exceptions in the Title Policy, but which otherwise are not removed from title.

Conveyance of the Property. The EDC covenants and agrees to convey to the Developer good and indefeasible fee simple title to the Property, free and clear of any liens or other encumbrances, by special warranty deed within ninety (90) days of the Effective Date of this Agreement or consistent with the terms of a real estate sales contract executed by and between the Developer and the EDC.

Conveyance of the Property. In accordance with the terms and conditions of this Agreement and subject to the Transferee's performance and satisfaction of the conditions, covenants and obligations contained herein, each Contributor shall convey to the Operating Partnership all of its right, title and interest in and to the following assets: (a) the real property described on Schedule 1.1 (a) (the "LAND") and all of the improvements located on the Land (the "IMPROVEMENTS"); (b) all rights, privileges, grants and easements appurtenant to the Contributor's interest in the Land and the Improvements, if any, including, without limitation, all land lying in the bed of any public street, road or alley, all mineral and water rights and all easements, licenses, covenants and rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land and the Improvements (the Land and the Improvements and all such rights, privileges, easements, grants and appurtenances are sometimes referred to herein as the "REAL PROPERTY"); (i) except as set forth on Schedule 1.1(c)(i), all personal property, fixtures, equipment and inventory located on or used in connection with any of the Real Property and owned by the Contributor, and (ii) except as set forth on Schedule 1.1(c)(ii), all personal property, furniture, removable fixtures, equipment and inventory located on or in the Office Space (as hereinafter defined) (collectively, the "PERSONAL PROPERTY"); (d) all leases and other agreements with respect to the use and occupancy of the Real Property, together with all amendments and modifications thereto and any guaranties provided thereunder (the "LEASES"), and rents, additional rents, reimbursements, profits, income, receipts and the amount deposited together with interest thereon to the extent required by law or the Leases (the "SECURITY DEPOSITS") under the Leases in the nature of refundable security for the performance of the obligations of those parties occupying space at the Real Property (the "TENANTS") under each such Lease; (e) to the extent assignable or with such consent to assignment as may be required and obtained (i) except as set forth on Schedule 1.1(e)(i), all permits, licenses, plans and specifications, approvals, certificates and third party warranties relating to the Real Property and the Personal Property, (collectively, the "PERMITS AND LICENSES"); (ii) those contracts and agreements described in Schedule 1.1(e)(ii) for the servicing, maintenance and op...

Conveyance of the Property. At Closing, the Seller shall convey the Real Property to the Purchaser subject only to the Permitted Encumbrances (or any Unpermitted Exceptions that Purchaser has elected to accept pursuant to Section 4.2.2 above).

Conveyance of the Property. At Closing, Seller shall convey to Purchaser the Property subject to all Title Exceptions and Survey Defects other than the Unpermitted Exceptions which are cured by causing the Title Company to insure over such Unpermitted Exceptions in the Title Policy, but which otherwise are not removed from title.

Conveyance of the Property. The conveyance of the Property from Sellers to the City shall be for the sum of $10 and shall be made pursuant to a quit claim deed (the “Deed”) that is acceptable in form and content to Sellers and the City. The Closing (as such term is defined in Section 6 of this Memorandum) of said conveyance shall occur on a date that is acceptable to Sellers and the City but in no event later than July 1, 2024. If the Closing has not occurred on or before July 1, 2024, for any reason or no reason whatsoever, this Memorandum shall be deemed to be null and void and of no further force or effect and neither Party shall have any further obligation to the other under this Memorandum.

Conveyance of the Property. Seller shall convey by General ▇▇▇▇▇▇▇▇ ▇▇▇▇ and other conveyances, as may be required for the conveyance of good and marketable fee simple title, free and clear of all monetary liens, debts, hypothecations, and monetary encumbrances, subject only to real property taxes for the year in which Closing occurs which are not yet due and payable and the specific restrictions, easements and rights-of-way of record that are reflected in the Title Commitment.

Conveyance of the Property. At Closing, Seller shall convey (a) good and indefeasible title to the Real Property subject only to (i) the Permitted Exceptions, and (ii) any Unpermitted Exceptions which are cured by causing the Title Company to remove or insure over such Unpermitted Exceptions in the Title Policy, in accordance with Section 5.3.4, but which otherwise are not removed from title, and (b) the Personal Property, free and clear of all financing liens created by or assumed by Seller (except for the Equipment Leases, which will be subject to the ownership interest of lessor thereunder).