Exceptions to Title Clause Samples

Exceptions to Title. At the Closing, it shall be a condition precedent to Buyer’s obligations hereunder that each Seller shall convey fee simple title to its Property to Buyer free and clear of all liens, easements, restrictions and other encumbrances; provided Buyer shall be obligated to accept title to each Property, subject to the following exceptions to title (the “Permitted Exceptions”): (a) Real estate taxes and assessments not yet due and payable; (b) The printed exceptions which appear in the standard form owner’s policy of title insurance issued by Title Company in the State of California for those Hotels located in such State and in the State of Washington for those Hotels located in such State (other than any exceptions for unfiled mechanics’ liens, rights of parties in possession, general survey matters, unrecorded interests and other matters which are customarily removed by the Title Company upon receipt of an owner’s affidavit (solely in the form of Exhibit ”D”), or current plat of survey delivered by Buyer to Title Company; (c) All building, signage and zoning ordinances, laws, regulations and restrictions by any municipal and other governmental authority; and (d) Such other title or survey exceptions as may be approved (or deemed approved) by Buyer pursuant to the above provisions of this Section 4.1 or otherwise expressly permitted under this Agreement. Conclusive evidence of the availability of such title shall be the willingness of Title Company to issue to Buyer on the Closing Date an owner’s title insurance policy (each, an “Owner’s Policy“, and collectively, the “Owner’s Policies“) in the standard form issued in the State of California or the State of Washington, as applicable, based on the location of each Hotel, in the face amount of the Purchase Price, which title policy shall show (i) title to the Land and Improvements for each Property to be vested of record in Buyer, and (ii) the Permitted Exceptions to be the only exceptions to title for each Property. Notwithstanding the foregoing, Sellers shall convey the Properties to Buyer through the form of grant deed attached hereto as Exhibit “I” for those Hotels located in California and through the form of bargain and sale deed attached hereto as Exhibit “J” for those Hotels located in Washington, which will convey the Properties to Buyer subject to the Permitted Exceptions above, as well as any matters disclosed by the public records, and any other exceptions to title which would be disclosed by an inspe...

Exceptions to Title. (a) Attached as Exhibit “D” is CWI’s final form of pro forma title insurance policy, incorporating the data described in the survey, and including all endorsements thereto and all other insurance provisions as mutually agreed upon between CWI and the Title Company (the “Pro Forma Title Policy”), which is satisfactory to CWI in all respects. CWI acknowledges and agrees that the (i) liens, encumbrances or other exceptions to title set forth in the Pro Forma Title Policy (the “Title Exceptions”), (ii) all encroachments by improvements from adjoining properties onto or over the Land, any encroachments of the Improvements onto or over adjoining properties, setback lines, rights-of-way or easements (to the extent in violation thereof) or other survey defects (the “Survey Defects”) set forth on the Pro Forma Title Policy, and (iii) all matters shown in the Survey shall collectively constitute “Permitted Exceptions” to title to the Land (the “Permitted Exceptions”). (b) If any update of the Title Commitment delivered to CWI after the Effective Date discloses any new Title Exception which was not disclosed in the Pro Forma Title Policy (a “New Title Exception”), or any update of the Survey delivered to CWI after the Effective Date discloses any new Survey Defect which was not disclosed in the Survey delivered to CWI prior to the Effective Date (a “New Survey Defect” and together with any New Title Exception, the “Unpermitted Exceptions”), and such New Title Exception or New Survey Defect was not caused by CWI, then CWI shall have the right to request WPPI to remove or cure such New Title Exception or New Survey Defect at or prior to Closing by providing written notice to WPPI promptly after determining (in CWI’s sole but reasonable discretion) that such New Title Exception or New Survey Defect is not acceptable to CWI (the “New Title and Survey Objection Notice”). The terms New Title Exception and New Survey Defect shall not include (i) exceptions or defects that do not impair the marketability of title to the Real Property, (ii) easements or agreements with a benefit to the operation of the Hotel, such as utility and reciprocal parking easements or (iii) easements or agreements which WPPI became legally obligated to execute prior to the Effective Date and ultimately placed of record, such as the Tunnel Easements (collectively, the “Acceptable Matters”); provided, however, that the Acceptable Matters shall expressly exclude any liens of record encumbering the marke...

Exceptions to Title. The Premises will be conveyed to and accepted by the BUYER subject to: (i) Any and all zoning and/or building restrictions, limitations, regulations, ordinances, and/or laws; any and all building lines; and all other restrictions, limitations, regulations, ordinances and/or laws imposed by any governmental authority and any and all other provisions of any governmental restrictions, limitations, regulations, ordinances and/or public laws, provided the Premises are not in violation of same at the time of closing. (ii) Real Property Taxes on the Current Grand List and any and all existing tax payments, municipal liens and assessments, coming due on or after the date of closing; the BUYER shall by acceptance of the deed assume and agree to pay, any and all such tax payments, liens and assessments which may on or after the date hereof be assessed, levied against or become a lien on the Premises. (iii) Any state of facts which a survey and/or physical inspection of the Premises might reveal, provided same do not render title unmarketable (such exception is for purposes of this Agreement only and shall not be included in the deed, unless it was in the deed which SELLER received upon purchasing the property). (iv) Common law, riparian or littoral rights of others and/or other rights, if any, in and to any natural watercourse or body of water flowing through or adjoining the Premises, and all statutory and other rights of others in and to any such watercourse or body of water. (v) Unless otherwise specifically agreed between the parties in writing, any municipal assessment and/or lien other than taxesshall be paid on a current basis by the SELLER and the balance assumed by the BUYER at closing. Such encumbrances as shown on Schedule A, if any.

Exceptions to Title. Buyer shall be obligated to accept title to the Property, subject to the following exceptions to title: (a) Real estate taxes and assessments not yet due and payable; (b) The Bond Documents; (c) The printed exceptions which appear in the standard form ALTA owner's policy of title insurance issued by Title Company; and (d) Such exceptions to title as may be approved by Buyer pursuant to the provisions of subparagraph A(1) above. The availability of title insurance as set forth above is a condition precedent to Buyer's obligation to purchase the Property. Conclusive evidence of the availability of such title insurance shall be the commitment of Title Company to issue to Buyer on the Closing Date a standard form ALTA owner's title insurance policy ("OWNER'S POLICY"), in the face amount of the Purchase Price, which policy shall show (i) title to the Property to be vested of record in Buyer, and (ii) the above exceptions to be the only exceptions to title.

Exceptions to Title. Buyer shall be obligated to accept title to the Property, subject only to the following exceptions to title: (a) Real estate taxes and assessments not yet due and payable; (b) The printed exceptions which appear in the standard ALTA form owner's policy of title insurance with extended coverage (if requested by Buyer) issued by Title Company in the State of Alabama; and (c) The Permitted Exceptions. Conclusive evidence of the availability of such title, and a condition to Buyer's obligation to close, shall be the irrevocable commitment of Title Company to issue to Buyer on the Closing Date an ALTA owner's title insurance policy with extended coverage (if requested by Buyer) in the standard form issued in the State of Alabama ("Owner's Policy"), in the face amount of the Purchase Price, which policy shows (i) title to the Property to be vested of record in Buyer, and (ii) the above exceptions to be the only exceptions to title.

Exceptions to Title. The Property will be conveyed by.the Seller and accepted by the Purchaser subject to the following: (a) any and all provisions of any ordinance, municipal regulation, public or private law; and (b) other easements, restrictions and encumbrances as of record may appear. It is understood and agreed that all existing mortgages or liens, if any, affecting the Property shall be the responsibility of the Seller and shall be paid at the time of closing.

Exceptions to Title. In the event of the exercise of the Option, the ------------------- Premises will be sold and conveyed subject to: a. Real property taxes for the year 1998, which shall be apportioned between the parties hereto at the closing hereof and assumed by Purchaser; b. Utilities easements serving the Premises and plat restrictions of record; c. Such other easements, covenants, and restrictions as are of record in the ▇▇▇▇ County Register's Office; and d. Such other affirmative covenants and restrictions which are contained in the proposed form of the warranty deed, attached hereto as Exhibit ------- B. -

Exceptions to Title. (a) Permissible exceptions to title shall include the following (the “Permitted Exceptions”): the lien of general taxes and special assessments, if any; zoning laws and building codes and ordinances; easements (apparent or of record) which do not underlie any buildings; and covenants and restrictions of record which are not violated by the existing improvements or the present uses of the Premises and which do not restrict reasonable use of the Premises; all existing leases for all or any part of the Premises (the “Existing Leases”); and all applicable covenants and restrictions contained in that certain Airport Phase I Quit Claim Deed dated July 12, 2007 from the United States of America, acting by and through the Secretary of the Air Force (the “Government”), to the Village of Rantoul for Hangar 4 (the “Hangar 4 Quit Claim Deed”), copies of which Existing Leases and ▇▇▇▇▇▇ ▇ Quit Claim Deed have been provided to or otherwise been made available to the Buyer. (b) Except for the Permitted Exceptions, Seller agrees that it will not further encumber the Real Estate in any manner that will affect title to the Real Estate. (c) If title evidence discloses exceptions other than the Permitted Exceptions, Buyer shall give written notice of such exceptions to Seller within a reasonable time. Seller shall have a reasonable time to have such title exceptions removed, or, any such exception which may be removed by the payment of money may be cured by paying the amount due at or prior to the Closing. If Seller is unable to cure any such exception, then this Agreement may be terminated in the sole discretion of Buyer.

Exceptions to Title. (a) Permissible exceptions to title shall include only the lien of general taxes and special assessments, if any; zoning laws and building codes and ordinances; easements (apparent or of record) which do not underlie any buildings; and covenants and restrictions of record which are not violated by the existing improvements or the present uses of the Premises and which do not restrict reasonable use of the Premises, including, but not limited to, all applicable covenants and restrictions contained in that certain Quit Claim Deed dated September 10, 2014, from the United States of America, acting by and through the Secretary of the Air Force, to the Village of Rantoul, a copy of which has been provided to or otherwise been made available to the Buyer. (b) If title evidence discloses exceptions other than those permitted, Buyer shall give written notice of such exceptions to Seller within a reasonable time. Seller shall have a reasonable time to have such title exceptions removed, or, any such exception which may be removed by the payment of money may be cured by paying the amount due at or prior to the Closing. If Seller is unable to cure any such exception, then this Agreement may be terminated in the sole discretion of Buyer.