Title and Physical Condition Clause Samples

The "Title and Physical Condition" clause establishes the seller's obligation to transfer clear ownership (title) of the property and to disclose or ensure the property's physical state at the time of sale. Typically, this clause requires the seller to guarantee that the title is free from liens or encumbrances and that the property is delivered in a specified condition, such as "as is" or subject to agreed repairs. Its core function is to protect the buyer by ensuring they receive both legal ownership and a property that meets the agreed standards, thereby reducing disputes over defects or title issues after the transaction.
Title and Physical Condition. Northern and/or one or more Northern Affiliate (on a direct or an indirect basis) holds (fully or in part) fee simple or leasehold title to each Northern Property, as described in further detail in the Contribution Agreement. To the Knowledge of Northern, and except as otherwise provided in the Contribution Agreement, there is no existing patent or latent structural or other physical defect or deficiency in the condition of any Northern Property, or any component or portion thereof, that would have a Northern Material Adverse Effect. Northern acknowledges that since the Contribution Agreements and the corresponding title policies will reflect that the conveyance of the Northern Properties is “subject to” all liens and other encumbrances, its current lenders on the Northern Property Indebtedness may pursue causes of action against Northern (depending on which property and lender) for breaches of any applicable note, mortgage, deed of trust, or other existing obligations associated with the Northern Property Indebtedness.
View SourceView Similar (3)
Title and Physical Condition. It is a condition in favor of Developer to each Close of Escrow that the Title Company be committed to issue to Developer a CLTA Standard Coverage Policy of Title Insurance (the “Developer Title Policy”) in the amount of the purchase price for the Phase being acquired, showing the title to the property vested in Developer, subject to the Memorandum of DDA, the Deed of Trust (for the Hotel Parcel only), the deed of trust securing the City’s Profit Participation (for Residential Phases only), the City’s repurchase option for the applicable Phase, any applicable REA or CC&R’s required as a condition of the Closing of the applicable Phase, and all title exceptions acceptable to Developer, provided that if any title exceptions are not acceptable to Developer and Developer fails to terminate the Restated DDA in writing on or before February 15, 2018, then Developer shall be deemed to have approved all such title exceptions. If Developer desires, Developer shall have the right to receive ALTA coverage as a condition to the closing of each Phase, but Developer shall be responsible for the cost of all ALTA extended coverage to the extent it exceeds the cost of CLTA coverage, all endorsements, and the cost of an ALTA survey, if performed by Developer. Developer may obtain higher policy limits if Developer pays all costs relating thereto. City shall not (and shall use good faith efforts to cause City not to) voluntarily create or suffer to be created any title exceptions with respect to the Property which do not exist as of the date the City executes this Agreement. City shall deliver to Developer any additional materials, reports and notices relating to the title to a Phase which come into City’s possession prior to the Close of Escrow for that Phase, and if such additional title matter(s) materially and adversely affect the development or use of the applicable Phase, then Developer shall have the right to terminate this Agreement with respect to the applicable Phase prior to the Close of Escrow for that Phase, and upon such termination, the applicable Phase shall no longer be part of the Property, for purposes of this Agreement; provided, however, that in no event may Developer terminate this Agreement with respect to the Hotel Phase without also terminating it as to the Timeshare Phase and Residential Phase (i.e., if the Developer terminates this Agreement with respect to the Hotel Phase, then the Developer must terminate this Agreement in its entirety). Developer...
View Source
Title and Physical Condition. One or more POP Affiliates (on a direct or an indirect basis) holds (fully or in part) fee simple or leasehold title to each POP Property, as described in further detail in the Contribution Agreements. To the Knowledge of POP, and except as otherwise provided in the Contribution Agreements, there is no existing patent or latent structural or other physical defect or deficiency in the condition of any POP Property, or any component or portion thereof, that would have a POP Material Adverse Effect.
View Source

Related to Title and Physical Condition

  • Physical Condition Except as disclosed in the Physical Conditions Reports delivered to Lender in connecting with this Loan, to Borrower's knowledge, the Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

  • Environmental Condition Except as set forth on Schedule 4.11, (a) to Borrower’s knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrower’s knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

  • Title and Survey Matters 4.1 As soon as practicable after the Closing Date, Seller shall deliver to Purchaser a standard owner's policy of title insurance issued by the Title Insurer/Escrow Agent ("TITLE POLICY"). The Title Policy shall insure marketable title to the Property in the amount of the Purchase Price, free and clear of all liens, encumbrances and exceptions whatsoever, save and except only for those easements, restrictions and other matters of record affecting title to the Property which are Permitted Exceptions (as hereinafter defined). 4.2 Purchaser shall have until the end of the Due Diligence Period (as hereinafter defined) in which to review the title commitment and as-built survey to be delivered by Seller pursuant to Section 5.1, and to obtain any modifications, endorsements or other revisions to either the title commitment or the survey required by Purchaser, at Purchaser's cost. If Purchaser is unable to obtain any modification, endorsement or other revision to the title commitment or survey required by Purchaser, or if any items remain on the title commitment or survey which are not acceptable to Purchaser ("UNPERMITTED EXCEPTIONS"), then on or before the end of the Due Diligence Period, Purchaser shall so notify Seller (an "OBJECTION NOTICE"). Seller has a period of ten (10) days after the date of the Objection Notice in which Seller, using good faith efforts, shall attempt to remove such Unpermitted Matters or remedy same in a manner satisfactory to Purchaser in its sole and absolute discretion, or have the Title Insurer/Escrow Agent commit to insure against loss or damage that may be occasioned by such exceptions (in endorsements satisfactory to Purchaser). If Seller does not cure any Unpermitted Exceptions to Purchaser's satisfaction within such period, then Purchaser may either (a) terminate this Agreement by giving written notice to Seller of such termination not later than five (5) days following the end of the ten (10) day cure period, in which event the ▇▇▇▇▇▇▇ Money, and all interest earned thereon, shall be returned to Purchaser and neither party shall have any further obligations or liabilities hereunder or (b) accept such Unpermitted Exceptions. Any item not specified in the Objection Notice or subsequently accepted by Purchaser shall be a "PERMITTED EXCEPTION". Seller shall be obligated to remove prior to Closing all mortgages and other liens or encumbrances of a definite or ascertainable monetary amount, and if Seller fails to do so, Purchaser may elect to terminate this Agreement. At the Closing, and as a further condition of Purchaser's performance of its obligations hereunder, Seller shall cause the Title Insurer/Escrow Agent to deliver to Purchaser the Title Policy or a marked-up and signed commitment to deliver same.

  • Environmental Conditions A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-13 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by ▇▇▇▇▇’▇ Investors Service, Inc., S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, Fitch Ratings, Inc. and/or A.M. Best Company; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-13 or its successor) at the related Mortgaged Property.

  • Title and Survey (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the ▇▇▇▇▇▇▇ Money and, upon return of the ▇▇▇▇▇▇▇ Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned immediately to the Buyer, and, upon return of the ▇▇▇▇▇▇▇ Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.