State of Title Clause Samples
The State of Title clause defines the current legal status and condition of ownership of a property as it stands at a specific point in time, typically at the signing of a contract or agreement. It outlines any existing encumbrances, liens, easements, or other claims that may affect the title, and may require the seller to disclose these to the buyer. This clause ensures that all parties are aware of any issues or limitations associated with the property’s title, thereby reducing the risk of future disputes and providing clarity regarding what is being transferred.
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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).
(b) Inland, the cost and expense thereof to be paid by Inland, shall obtain a preliminary title search of each Property (hereinafter collectively referred to as the “Title Commitment”) from Chicago Title Insurance Company (in such capacity, hereinafter referred to as the “Title Company”), pursuant to which the Title Company shall commit to insure (upon the payment of a requisite premium at regular rates) that the Grantees shall own good and indefeasible fee simple title to the Property as described in Section 2.1(a) of this Agreement. Inland shall forward a complete copy of the Title Commitment to ▇▇▇▇▇▇▇ within five (5) business days after Inland’s receipt of same. Inland shall have until 5 p.m. on April 24, 2006 (hereinafter referred to as the “Due Diligence Period”) within which to object, by written notice to ▇▇▇▇▇▇▇, to any exceptions to title set forth in the Title Commitment. ▇▇▇▇▇▇▇, at the sole cost and expense of Inland, shall cause a reputable surveyor licensed in the state of situs of each Property, to prepare and deliver an ALTA as-built survey of each Property (to specifications approved by Inland) (collectively, the “Survey”) to the Grantees and ▇▇▇▇▇▇▇ and the Title Company no later than 30-days prior to the expiration of the Due Diligence Period. Inland shall have until 5:00 p.m. on the last day of the Due Diligence Period within which to notify ▇▇▇▇▇▇▇ in writing that Inland objects to any state of facts as shown on any Survey, which written notice must be given contemporaneously with any written notice given as to exceptions to title referred to above. If Inland notifies ▇▇▇▇▇▇▇ in writing that Inland objects to any exceptions to title and/or to any state of facts in the Survey (hereinafter referred to as a “Title Objection Notice”), ▇▇▇▇▇▇▇ shall have ten (10) business days after receipt of such notification to notify Inland (i) that ▇▇▇▇▇▇▇ will remove the Title Objection Notice exceptions from title or, if applicable, remove the matters as shown on the Survey on or before the Clo...
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. 4.1 Seller shall convey good, marketable and insurable fee simple title to the Premises and will convey good and unencumbered title to the Personalty to Purchaser upon the Closing, subject only to the Permitted Encumbrances. Promptly after the complete execution of this Agreement, Seller will order a commitment for a standard Owner’s Policy of Title Insurance together with complete and legible copies of all documents and instruments of record encumbering or affecting the Premises (the "Title Commitment") from Escrow Agent (herein also called the "Title Company"). As a condition to the Close of Escrow, a standard owner’s policy of title insurance, or if Purchaser so elects, then an extended policy of title insurance covering the Premises in the amount of the Purchase Price (the “Title Policy”) shall be issued to Purchaser by the Title Company and shall be subject only to the Permitted Encumbrances provided that if Purchaser does not elect to extend coverage, the Title Policy may also contain standard exceptions. The cost of the premium for a standard owner’s policy of title insurance shall be borne by Seller. Additional premiums for an extended policy of title insurance or special endorsements shall be borne by Purchaser.
(a) Purchaser shall have until the end of the Study Period, (the "Title Review Period") to examine the Title Commitment, and such other information regarding Seller's title to any portion of the Property that Purchaser may elect to obtain and to specify to Seller in writing those items affecting Seller's title to the Property that Purchaser finds objectionable (each a “Title Objection”) and specifying Purchaser's desired cure of each such Title Objection. Except as otherwise provided herein with respect to mortgages, deeds of trust or other Monetary Encumbrances, items affecting Seller’s title that are not the subject of a timely Title Objection shall be deemed acceptable to Purchaser.
(b) Seller, subject to the provisions of Section 6.2(e) and (f) hereof, shall be obligated to cure any Title Objection which is a lien on the Premises resulting from a loan to Seller or assumed by Seller or a lien or other charge incurred by Seller in a fixed or ascertainable amount (collectively, a "Monetary Encumbrance") on or before the Close of Escrow and may do so out of the Purchase Price proceeds. If Seller fails to pay or discharge such Monetary Encumbrance by the Closing Date, Purchaser shall have the right to pay or discharge such Monetary Encumbra...
State of Title. Purchaser acknowledges its receipt of a commitment for an ALTA owner’s title insurance policy from the Title Company for the Property dated February 18, 2019 as file number 190260 (the “Title Commitment”), together with legible copies of all title exception documents. Purchaser may also obtain, at its own cost, the Survey during the Inspection Period. Within ten (10) Business Days after the date of receipt by Purchaser of the Title Commitment and Survey (but in any event, five (5) Business days prior to the expiration of the Inspection Period), Purchaser may submit to Seller a written Notice from Purchaser (“Title Notice”) specifying any alleged defects in or objections to the title shown in the Title Commitment or any of the Survey. 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 shall constitute “Survey Defects” (the Title Exceptions and Survey Defects shall collectively be referred to as the “Unpermitted Exceptions”). Notwithstanding the foregoing, Seller agrees that the following shall constitute Unpermitted Exceptions regardless of whether actually objected to by Purchaser: (i) any mortgages, deeds of trust or other security interests for any financing and (ii) Taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing; provided, however, that if any such Taxes are payable in installments, such obligation shall apply only to the extent such installments would be delinquent if unpaid at Closing. Seller shall notify Purchaser in writing within three (3) Business Days of receiving the Title Notice (the “Exception Cure Period”) whether Seller will cure any Unpermitted Exceptions set forth in the Title Notice and, if Seller elects to cure such Unpermitted Exceptions, Seller shall do so at its own expense (the failure to so notify Purchaser within such three (3) Business Days being deemed an election not to cure such Unpermitted Exceptions). Upon Purchaser’s failure to timely object, all matters shown on the Title Commitment or on the Survey shall thereafter be deemed a “Permitted Exception”. Any matter which Seller elects or is deemed to have elected not to cure shall also be deemed a Permitted Exception unless Purchaser elects to terminate this Agreement by written notice to Seller within two (2) Business Days after Purchaser receives written notice of Seller’s election not to cure such objection or Seller is de...
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, (iii) the Leases and (iv) the Ground Lease (collectively “Permitted Exceptions”).
State of Title. Buyer shall take title to the Property subject only to the Permitted Exceptions. “Permitted Exceptions” shall mean:
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 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. 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”).