State of Title to be Conveyed Clause Samples

State of Title to be Conveyed. Title to the Property shall be conveyed to Purchaser at Closing in fee simple by a Special Warranty Deed (as hereinafter more particularly set forth), free and clear of any and all liens, mortgages, deeds of trust, security interests and other encumbrances, except for those items identified in the owner's title insurance commitment and not contained in the Purchaser's Title and Survey Objections as defined below . 5.1.1. Purchaser has received an owner's title insurance commitment (the "TITLE COMMITMENT") and copies of certain of the title exception documents referred to therein from the Seller and Purchaser will deliver to Seller within ten (10) business days from the Effective Date d written notice to Seller identifying the title exception documents referred to in the title commitment not received by Purchaser ("EXCEPTION NOTICE"). Within Forty -five (45) days after the Effective Date, Seller will send to Purchaser a copy of an updated survey for the Property (the "SURVEY") and copies of the title exception documents contained in the Exception Notice . Within ten (10) business days after Purchaser's receipt of the updated survey for the Property and any previously identified missing title exception documents ("OBJECTION PERIOD"), Purchaser shall notify Seller in writing of any objections it has to the state of title or survey of the Property ("PURCHASER'S TITLE AND SURVEY OBJECTIONS"). Upon the expiration of the Objection Period, except for Purchaser's Title and Survey Objections, Purchaser shall be deemed to have accepted the form and substance of the title commitment and the Survey (the accepted Title Commitment and the accepted Survey shall hereinafter be referred to as the "ACCEPTED TITLE") 5.1.2. Seller shall take any reasonable steps or bring any reasonable action or proceeding to eliminate or modify any of Purchaser's Title and Survey Objections, provided that Seller shall in no event be obligated to expend sums in excess of $100,000.00 in connection with the elimination or removal of any Purchaser's Title and Survey Objections. In addition, Seller shall pay off or bond at Closing, as the case may be, to the extent of the net proceeds available at Closing, any mortgages on the Property, other than any Existing Loan being assumed by Purchaser pursuant to Section 4.1(a) hereof, other monetary liens or monetary encumbrances against the Property, mechanic's liens for work requested by Seller (as opposed to tenants of the Property), and any judgments a...

State of Title to be Conveyed. Each Seller’s interest in its Property shall be conveyed to Buyer at the Closing for such Property in fee simple by Special Warranty Deed in the form of Exhibit G attached hereto, free and clear of any and all liens, mortgages, deeds of trust, security interests, encumbrances and other title matters, except for the following “Permitted Encumbrances”: (a) the standard pre-printed exclusions from coverage contained in the ALTA form of owner’s title policies issued by a title company selected by Buyer and reasonably acceptable to Sellers (in such capacity, the “Title Company”) and those specific items identified on the marked form of Schedule B-II of the preliminary title reports listed on Schedule 3.1(a) hereto (as same may have been updated, amended or modified prior to the Effective Date, the “Preliminary Title Reports”) prepared by the Title Company for each Property, as listed on Schedule 3.1(a) hereto, subject to the following: (1) exception B-2(1) is subject to the provisions of Section 3.3 of this Agreement; (2) exception B-2(a) shall be a permitted exception only as to tenants or licensees, as tenants or licensees only, under unrecorded leases or licenses; (3) exception B-2(b) is a Permitted Exception only as to easements shown on the Surveys received during the Study Period; (4) exception B-2(c) is subject to the provisions of Section 3.3 hereof; and (5) exception B-2(d) shall be deleted and replaced with any specific survey exceptions taken by the Title Company in the owner’s policy; (b) the Leases that exist as of the Closing for each Property (including the Leases that exist as of the Effective Date and such Leases that are entered into, modified or renewed after the date of this Agreement not in violation of this Agreement, but excluding those Leases that have expired or have been duly terminated); (c) all liens of general real estate taxes and assessments, assessments in connection with any proposed Dulles Rail extension (if applicable), personal property taxes and all water, sewer, utility, trash and other similar charges and assessments that are not yet due and payable, it being agreed that all such amounts due and payable as of Closing shall be paid in full by Seller, subject to proration for the month and year of Closing, as set forth in this Agreement; (d) Intentionally deleted; (e) all liens, encumbrances and other defects or exceptions to title insurance coverage caused by (i) Buyer; (ii) any of Buyer’s representatives; or (iii) any of t...

State of Title to be Conveyed. Title to the Property shall be conveyed to Purchaser free from all liens, encumbrances, encroachments, and other exceptions to title except (i) those shown on the Commitment or the Survey (as such terms are defined in Section 3.2 below) and not required to be cured by Seller in accordance with this Article 3, (ii) the Leases and Licenses, (iii) matters caused by Purchaser or the activities of Purchaser or its agents, employees, consultants, contractors, and representatives on the Property, (iv) real estate taxes, sewer rents and taxes, water rates and charges, vault charges and taxes, local improvement district taxes and assessments, business improvement district taxes and assessments, and any other governmental taxes, charges, or assessments levied or assessed against the Property, including any so-called payments in lieu of taxes, in each case that are a lien but not yet delinquent, subject to proration in accordance with Section 8.5.4 below, and (v) applicable zoning and building ordinances and land use regulations and any and all other present and future laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting the Property (collectively, the “Permitted Exceptions”). However, the Permitted Exceptions shall not include and Seller will cause to be deleted from the Title Policy to be issued to Purchaser at Closing special exceptions [VARIES]4 of the Commitment.

State of Title to be Conveyed. At the Closing, Landlord shall convey to Tenant, its nominees, successors or assigns, by special warranty deed, wherein Landlord warrants title to Tenant against all claimants claiming by, through or under Landlord, good and merchantable and insurable fee simple title to the Leased Premises, free from all liens, encumbrances, restrictions, rights-of-way and other matters, excepting only the “permitted exceptions” described as follows: (i) the lien of general real estate taxes not yet due and payable, subject to proration of taxes as hereinafter provided; (ii) liens or encumbrances of a definite or ascertainable amount and which will be paid and discharged in full by or for Landlord at or prior to the Closing; (iii) matters or title created or suffered by Tenant during the Term of this Lease; and (iv) zoning ordinances, easements of record and other documents or restrictions, if any, which do not prevent or materially interfere with Tenant’s use of the Premises.

State of Title to be Conveyed. Title to the Property shall be conveyed to Purchaser at Closing in fee simple by Limited Warranty Deed, free and clear of any and all liens, mortgages, deeds of trust, security interests and other encumbrances, except for the following (collectively, the “Permitted Exceptions”): (i) real property taxes and assessments attributable to the Property for the year in which Closing occurs and thereafter, not yet due and payable; (ii) zoning and other regulatory laws and ordinances affecting the Property; (iii) any easement, right of way, limitation, encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant, exception or other matter with respect to the Property that is reflected or addressed on the Survey or the Title Commitment to which Purchaser fails to timely object pursuant to Section 3.2.3 or 3.2.4 of this Agreement; (iv) subject to Purchaser’s rights described in Section 3.2.5, any Purchaser’s Objection (as hereinafter defined) that remains uncured, for whatever reason, at the earlier to occur of (A) Closing hereunder or (B) five (5) Business Days after Seller notifies Purchaser that Seller is unwilling or unable to cure or modify Purchaser’s Objections to the reasonable satisfaction of Purchaser, and (v) the rights and interests of parties claiming under the Leases.

State of Title to be Conveyed. Title to the Property shall be conveyed to Purchaser at Closing in fee simple by Limited Warranty Deed, free and clear of any and all liens, mortgages, deeds of trust, security interests and other encumbrances, except for the following (collectively, the 29914974 v6

State of Title to be Conveyed. Title to the Property shall be conveyed to Purchaser at Closing in fee simple by a Special Warranty Deed (as hereinafter more particularly set forth), free and clear of any and all liens, mortgages, deeds of trust, security interests and other encumbrances (collectively, "ENCUMBRANCES"), except for those items identified in the owner's title insurance commitment and not contained in the Purchaser's Title and Survey Objections (as such term is defined below).

State of Title to be Conveyed. Title to the Property shall be conveyed to Purchaser free from all liens, encumbrances, encroachments and other exceptions to title except (i) those shown on Schedule B - Section II of the Commitment or the Survey (as such terms are defined in Section 3.2 below) and not required to be cured by Seller in accordance with this Article 3, (ii) the Leases and Licenses, (iii) matters caused by Purchaser or the activities of Purchaser or its agents, employees, consultants, contractors and representatives on the Property, (iv) real estate taxes, sewer rents and taxes, water rates and charges, vault charges and taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Property, including any so-called payments in lieu of taxes, in each case which are a lien but not yet due and payable, subject to proration in accordance with Section 8.5.4 below, and (v) applicable zoning and building ordinances and land use regulations and any and all other present and future laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting the Property (collectively, the “Permitted Exceptions”).

State of Title to be Conveyed. Leasehold title to the Property shall be conveyed to Purchaser at Closing pursuant to an Assignment and Assumption of Ground Lease, free and clear of any and all liens, mortgages, deeds of trust, security interests and other encumbrances, except for the following (collectively, the “Permitted Exceptions”): (i) the exceptions set forth on Schedule 3.1; (ii) the state of facts disclosed on the survey performed by KCI Technologies, dated March 28, 2012 (the “Survey”), and any additional state of facts that a subsequent accurate survey of the Property would show, provided that such additional state of facts does not materially and adversely affect the present use or operation of the Property as an office building; (iii) the standard printed exclusions from coverage contained in the 2006 ALTA form of owner’s title policy; (iv) the lien of real property taxes, BID taxes, if any, and municipal and other charges not yet due and payable (which shall be subject to adjustment as provided in Section 9.5.2); (v) any laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting the Property, and (vi) the rights and interests held by tenants under the Leases in effect at Closing and others claiming by, through or under such Leases, as tenants only.