Common use of Title and Condition Clause in Contracts

Title and Condition. Seller has good, indefeasible and marketable title to the Real Property, the Personal Property, and the Inventory, free and clear of Liens, other than: (1) Permitted Encumbrances which as used in this Agreement shall mean (a) the Liens described or referred to in Exhibit E hereto, acceptable to Petro, (b) Liens for current Taxes and assessments not yet due and payable, including, but not limited to, Liens for non-delinquent ad valorem taxes, non-delinquent statutory Liens arising other than by reason of any default on the part of Seller, (c) matters considered Permitted Exceptions pursuant to Section 3.02 (a), and (d) such liens, minor imperfections of title, or easements on the Real Property as do not detract from the value thereof and do not materially interfere with the intended use thereof by Petro, or (2) Liens which will be released or discharged at or prior to the Effective Time of Closing. (3) A portion of the Real Property, being approximately 1.1 acres, was taken under a previous condemnation proceeding by New Jersey Department of Transportation. The physical construction which will result from said condemnation proceeding has not yet taken place. Seller is entitled to a payment of an additional $17,850.00 from the New Jersey Department of Transportation for the removal and relocation of its Route 206 Petro Sign. If, prior to Closing, Seller has relocated its ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Seller shall be entitled to said $17,850.00 payment. If the Route 206 Petro Sign has not been relocated prior to Closing, Seller will assign and deliver all of its interest in said payment to Petro by means of the General Conveyance, Transfer and Assignment. No improvement or structure on the Real Property encroaches on any adjacent property. No improvement or structure on the Real Property has been damaged in any material respects by any casualty or act of God, and not repaired, or been subject to any condemnation proceedings except as set forth in Section 2.01(c)(3) above.

Title and Condition. Seller has good, indefeasible and marketable title to the Real Property, the Personal Property, and the Inventory, free and clear of Liens, other than: (1) Permitted Encumbrances which as used in this Agreement shall mean (a) The Leased Premises are demised and let subject to the Liens described Permitted Encumbrances and all Legal Requirements and Insurance Requirements, including any existing violation of any thereof, without representation or referred to in Exhibit E heretowarranty by Landlord; it being understood and agreed, acceptable to Petrohowever, that the recital of the Permitted Encumbrances herein shall not be construed as a revival of any thereof which for any reason may have expired. (b) Liens for current Taxes Without limiting the effect of Landlord's covenant set forth in Section 8(c), the Landlord makes no, and assessments not yet due expressly hereby denies any, representations or warranties regarding the condition or suitability of, or title to, the Leased Premises. Tenant agrees that it takes the Leased Premises "as is," without any such representation or warranty. (c) Landlord hereby conditionally assigns, without recourse or warranty whatsoever, to Tenant, all warranties, guaranties and payableindemnities, express or implied, and similar rights which Landlord may have against any manufacturer, seller, engineer, contractor or builder in respect of any of the Leased Premises, including, but not limited to, Liens for non-delinquent ad valorem taxes, non-delinquent statutory Liens arising other than by reason of any default on the part of Seller, (c) matters considered Permitted Exceptions rights and remedies existing under contract or pursuant to Section 3.02 the Uniform Commercial Code (acollectively, the "guaranties"). Such assignment shall remain in effect so long as no Event of Default exists hereunder or until the expiration or sooner termination of this Lease. Landlord shall also retain the right to enforce any guaranties so assigned in the name of Tenant upon the occurrence of an Event of Default. Landlord hereby agrees to execute and deliver at Tenant's sole cost and expense such further documents, including powers of attorney, as Tenant may reasonably request (and which in the good faith judgment of Landlord, do not adversely affect a substantial interest of Landlord), and (d) such liens, minor imperfections of title, or easements on in order that Tenant may have the Real Property as do not detract from the value thereof and do not materially interfere with the intended use thereof by Petro, or (2) Liens which will be released or discharged at or prior to the Effective Time of Closing. (3) A portion full benefit of the Real Propertyassignment effected or intended to be effected by this Section 6. Upon the occurrence, being approximately 1.1 acresand during the continuancy of an Event of Default or the expiration or termination of this Lease, was taken under a previous condemnation proceeding by New Jersey Department of Transportationthe guaranties shall automatically revert to Landlord. The physical construction foregoing provision of reversion shall be self-operative and no further instrument of reassignment shall be required. Upon the curing of such Event of Default, the assignment and guaranties shall be automatically reassigned and reinstated and revert to Tenant. The foregoing provision of reassignment, reinstatement and reversion shall be self-operative and no further instrument of reassignment shall be required. In confirmation of such reassignment each of Tenant and Landlord shall execute and deliver promptly any certificate or other instrument which will result from said condemnation proceeding has not yet taken placeLandlord or Tenant may request at Tenant's sole cost and expense. Seller is entitled to a payment Any monies collected by Tenant under any of the guaranties after the occurrence of and during the continuation of an additional $17,850.00 from the New Jersey Department Event of Transportation for the removal and relocation of its Route 206 Petro Sign. If, prior to Closing, Seller has relocated its ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Seller Default shall be entitled held in trust by Tenant and promptly paid over to said $17,850.00 payment. If the Route 206 Petro Sign has not been relocated prior to Closing, Seller will assign and deliver all of its interest in said payment to Petro by means of the General Conveyance, Transfer and Assignment. No improvement or structure on the Real Property encroaches on any adjacent property. No improvement or structure on the Real Property has been damaged in any material respects by any casualty or act of God, and not repaired, or been subject to any condemnation proceedings except as set forth in Section 2.01(c)(3) aboveLandlord.

Title and Condition. Seller has good, indefeasible and marketable title to the Real Property, the Personal Property, and the Inventory, free and clear of Liens, other than: (1) Permitted Encumbrances which as used in this Agreement shall mean (a) The Leased Premises are demised and let subject to (i) the Liens described rights of any Persons in possession of the Leased Premises, (ii) the existing state of title of any of the Leased Premises, including any Permitted Encumbrances, (iii) any state of facts which an accurate survey or referred to in Exhibit E heretophysical inspection of the Leased Premises might show, acceptable to Petro(iv) all Legal Requirements, including any existing violation of any thereof, and (v) the condition of the Leased Premises as of the commencement of the Term. (b) Liens for current Taxes Tenant accepts the title and assessments not yet due condition of the Leased Premises in its present condition "as is", with all faults and payabledefects, including, but not limited to, Liens for non-delinquent ad valorem taxes, non-delinquent statutory Liens arising other than by reason of any default on the part of Seller, latent or patent. (c) matters considered Permitted Exceptions pursuant to Section 3.02 Tenant acknowledges that (a)i) fee simple title (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Leased Premises as provided herein, (ii) all material easements necessary for the use or operation of the Leased Premises have been obtained, and (diii) such liensall Fixtures necessary for the use or operation of the Leased Premises have been installed and are presently in good condition and repair, minor imperfections of title, or easements on the Real Property as do not detract from the value thereof normal wear and do not materially interfere with the intended use thereof by Petro, or (2) Liens which will be released or discharged at or prior to the Effective Time of Closingtear excepted. (3d) A portion Landlord hereby assigns to Tenant all assignable warranties, guaranties, indemnities and similar rights (collectively, "WARRANTIES") which Landlord may have against any manufacturer, supplier, engineer, contractor or builder in respect of any of the Real PropertyLeased Premises; provided, being approximately 1.1 acreshowever, was taken under that all such warranties shall, automatically and without the requirement of any further action, be reassigned back to Landlord upon the expiration or earlier termination of this Lease except for a previous condemnation proceeding by New Jersey Department of Transportation. The physical construction which will result termination resulting from said condemnation proceeding has not yet taken place. Seller is entitled to a payment of an additional $17,850.00 from the New Jersey Department of Transportation for the removal and relocation of its Route 206 Petro Sign. If, prior to Closing, Seller has relocated its ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Seller shall be entitled to said $17,850.00 payment. If the Route 206 Petro Sign has not been relocated prior to Closing, Seller will assign and deliver all of its interest in said payment to Petro by means conveyance of the General Conveyance, Transfer and AssignmentLeased Premises to Tenant. No improvement or structure on Tenant shall use commercially reasonable efforts to enforce the Real Property encroaches on any adjacent property. No improvement or structure on the Real Property has been damaged Warranties in any material respects by any casualty or act of God, and not repaired, or been subject to any condemnation proceedings except as set forth in Section 2.01(c)(3) aboveaccordance with their respective terms.