Merchantable Title Clause Samples

Merchantable Title. Except as set forth in Schedule 2.6(a), the Company has good and merchantable title to all of its assets, businesses and properties used or useful in the Company’s business and necessary to permit the Company to carry on the Company’s business as presently conducted, and with respect to real property leased by the Company for use in the Company’s business, good and marketable leasehold estates or lessee's interests, including, without limitation, all such properties (tangible and intangible) reflected in the Company Statements (except for inventory disposed of in the ordinary course of business since the date of such Company Statements) free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way, exceptions, limitations, mineral rights, charges or Encumbrances of any nature whatsoever (collectively, “Liens”) except, in the case of real property identified on Schedule 2.1l(a), for Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings (and which have been sufficiently accrued or reserved against in the Company Statements), municipal and zoning ordinances and easements for public utilities, none of which interfere with the use of the property as currently utilized (the “Permitted Liens”). None of the assets, business or properties of the Company used or useful in the Company’s business are subject to any restrictions with respect to the transferability thereof and title thereto will not be affected in any way by the transactions contemplated hereby other than as disclosed in Schedule 2.6(a).

Merchantable Title. Red Star is informed and believes that Red Star Schedule 2.08 attached hereto contains a complete description of all oil and gas or mineral leases or other rights included in the Assets it owns or uses in its business or purports to own, including, without limitation, those reflected in Red Star's Current Balance Sheet. Also included in Red Star Schedule 2.08 is that certain acquisition title opinion dated July 16, 2001, by the law firm of VanCott, Bagley, Cornwall & ▇▇▇▇▇▇▇▇, as prepared for ▇▇▇▇▇, relating to the oil and gas interests set forth therein (the "Original Title Opinion"), which are being assigned to Red Star by ▇▇▇▇▇. To the best knowledge of Red Star and ▇▇▇▇▇, except as reflected in that certain Assignment, ▇▇▇▇ of Sale, and Conveyance, of even date herewith, between ▇▇▇▇▇ and Red Star (a copy of which has been reviewed and approved by Mid-Power), no changes to the status of title will have occurred between that status shown in the Original Title Opinion and the "New Title Opinion" (as defined below). Further, to the best knowledge of Red Star and ▇▇▇▇▇, except as and to the extent reflected in Red Star Schedule 2.08 attached hereto, none of such properties and Assets of Red Star is subject to, except as reflected in the Original Title Opinion, any known mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim. All buildings and all fixtures, equipment and other property and assets that are included in Red Star's Current Balance Sheet or are material to Red Star's business that are held under leases by Red Star are held under valid instruments enforceable by Red Star in accordance with their respective terms. Substantially all of Red Star's equipment in regular use has been well maintained and is in good and serviceable condition, reasonable wear and tear excepted.

Merchantable Title. SELLER shall offer to PURCHASER a merchantable title; and SELLER'S inability to offer such title, within the time stipulated herein shall render this agreement null and void, reserving unto PURCHASER the right to demand the return of the deposit and to recover from SELLER actual costs incurred in processing the Act and reserving unto agent/broker the right to recover commission. ********************************************************************************************* **** Additional copie of this form may be obtained from ▇▇▇▇▇ LAW FIRM, LLC, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ (504) 837-2456 BREACH BY SELLER: In the event SELLER fails to comply with this agreement for any reason other than inability to offer a merchantable title, within the time specified, PURCHASER shall have the right to demand specific performance OR, at PURCHASER'S option, PURCHASER shall have the right to demand the return of his deposit in full, plus an equal amount to be paid as a penalty by SELLER. In either event PURCHASER shall have the right to recover any costs and/or fees, including expenses and reasonable attorney's fees incurred as a result of this agreement or breach thereof.

Merchantable Title. Seller will convey good and merchantable title in fee simple to Property to the Buyer by the above-indicated deed type, free of all encumbrances, except as stated in this Agreement. If the title is unmerchantable and incurable within the time provided in Paragraph 5, the Agreement will be deemed cancelled, and the Parties agree to sign a Mutual Release to return ▇▇▇▇▇▇▇ Money to Buyer. ❑ ❑ The following are required and will be at the Buyer’s expense unless otherwise noted (select all that apply): ❑ ❑ Owner’s Title Insurance Mortgagee Title Insurance Title Opinion Title Abstract. ______ ______ ______ ______ Seller(s) Initials _ Buyer(s) Initials ❑ ❑ _________________________________________

Merchantable Title. Except as set forth in Schedule 2.6(a), the Company has good and merchantable title to all of its assets, businesses and properties used or useful in its business and necessary to permit it to carry on its business as presently conducted, and with respect to real property leased by the Company for use in its business, good and marketable leasehold estates or lessee's interests, including, without limitation, all such properties (tangible and intangible) reflected in the Company Statements (except for inventory disposed of in the ordinary course of business since the date of such Company Statements) free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, options to purchase or use, conditional sales contracts, assessments, levies, or Encumbrances of any nature whatsoever (collectively, "Liens"). None of the assets, businesses or properties of the Company used or useful in the Company's businesses are subject to any restrictions with respect to the transferability thereof and title thereto will not be adversely affected in any way by the transactions contemplated hereby other than as disclosed in Schedule 2.6(a).

Merchantable Title. Company has good and merchantable title to all the Purchased Assets, free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, covenants, reservations, restrictions, exceptions, limitations, charges or encumbrances of any nature whatsoever (collectively, "Liens") except those described in Schedule 4.11. (a). Subject to obtaining the consents referred to in Schedule 4.3, none of the Purchased Assets are subject to any restrictions with respect to the transferability thereof and Company's title thereto will not be affected in any way by the transactions contemplated by this Agreement. Subject to obtaining the consents referred to in Schedule 4.3, Company has complete and unrestricted power and right to sell, assign, convey and deliver the Purchased Assets to Buyer as contemplated hereby. At Closing, Buyer will receive good and merchantable title to all the Purchased Assets, free and clear of all Liens of any nature whatsoever except the Lien described in Schedule 4.11.(a).

Merchantable Title a. The Church agrees to deliver to the City within Thirty (30) days after the date of this Agreement, a title insurance commitment for an owner's title insurance policy insured by a title insurance company authorized to do business in the State of Wyoming, covering title to the Indian Ridge Property as set forth hereinabove, showing merchantable title in the Church, subject only to: a) the general exceptions contained in the policy; b) Easements for Utilities; c) Subdivision Covenants, if any; d) subject to building and zoning regulations; e) City, County, and State subdivision laws; f) Reservations, restrictions and easements of record, if any; and g) title exceptions which may be removed by the payment of money at the time of closing and which the Church will so remove at the time of closing by using funds to be paid at closing. The title commitment shall be conclusive evidence of good title as therein shown, subject only to the exceptions therein stated. b. The City agrees to deliver to the Church within Thirty (30) days after the date of this Agreement, a title insurance commitment for an owner's title insurance policy insured by a title insurance company authorized to do business in the State of Wyoming, covering title to the Regency Property as set forth hereinabove, showing merchantable title in the City, subject only to: a) the general exceptions contained in the policy; b) Easements for Utilities; c) Subdivision Covenants, if any; d) subject to building and zoning regulations; e) City, County, and State subdivision laws; f) Reservations, restrictions and easements of record, if any; and g) title exceptions which may be removed by the payment of money at the time of closing and which the City will so remove at the time of closing by using funds to be paid at closing. The title commitment shall be conclusive evidence of good title as therein shown, subject only to the exceptions therein stated. c. The Church shall have to and including fifteen (15) days from receiving the title commitment to the Regency Property and all documents listed in the exceptions from the City, or the date of Closing, whichever sooner occurs, to review and approve the title insurance commitment. In the event that any condition or matter concerning the Regency Property or title shall exist which is unacceptable to the Church (an “Unacceptable Matter”), the Church shall notify the City of such Unacceptable Matter, specifying in detail any and all defects which he is unwilling ...

Merchantable Title. At closing, the seller shall convey good and merchantable title or other appropriate deed.

Merchantable Title. Except as set forth in Schedule 2.6 (a), the Company has good and merchantable title to all of the Assets, including, without limitation, all Assets reflected in the Company Statements (except for inventory disposed of in the ordinary course of business since the date of such Company Statements) free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way, exceptions, limitations, mineral rights, charges or Encumbrances of any nature whatsoever (collectively, "Liens") except for (a) materialmen's, mechanics', worker's, repairmen's, employees' or other like Liens arising against the Company in the ordinary course of business, in each case which are either not delinquent or are being contested in good faith and by appropriate actions or proceedings conducted with due diligence and for the payment of which adequate reserves in accordance with GAAP have been established with respect thereto, and (b) Liens for property taxes not yet due ("Permitted Liens"). Except as set forth in Schedule 2.6(a), none of the Assets is subject to any restrictions with respect to the transferability thereof and title thereto will not be affected in any way by the transactions contemplated hereby other than as disclosed in Schedule 2.6(a).