Title to and Condition of Property Clause Samples
The "Title to and Condition of Property" clause establishes the seller's obligation to provide clear ownership (title) of the property and to disclose or guarantee its physical condition. In practice, this clause typically requires the seller to prove that they have the legal right to transfer the property and that there are no undisclosed liens, encumbrances, or defects affecting the title. It may also address the state of the property itself, ensuring it meets agreed-upon standards or is free from significant damage. The core function of this clause is to protect the buyer by ensuring they receive both legal ownership and a property in the expected condition, thereby reducing the risk of future disputes or unexpected liabilities.
Title to and Condition of Property. (i) The Company does not own property and assets, movable and immovable, whatsoever. Each of its Subsidiaries have: (i) good and marketable title free and clear of all Liens to all of the property and assets, movable and immovable, reflected in the Company’s and/or the respective Subsidiaries’ most recent balance sheet included in the consolidated financial statements (except assets sold or otherwise disposed of since such date in the ordinary course of business and liens in favor of lenders created pursuant to project finance facilities as described in Section 3.01 A (x) of the Current Company Disclosure Schedule); (ii) with respect to leased properties and assets, valid leasehold interests therein free and clear of all Liens other than Liens in favor of lenders created pursuant to project finance facilities as described in Section 3.01 A (x) of the Current Company Disclosure Schedule; and (iii) in accordance with Applicable Law, acquired and/or leased adequate land required for development of each of the solar power generation projects being implemented by the Subsidiaries, and where relevant, the appropriate land records have been updated to reflect the Subsidiary as the sole and absolute owner of such land or lessee, as applicable. Each of the Subsidiaries owns or has valid right to use all property and assets (tangible or intangible) necessary for the conduct of its business as now conducted.
(ii) The plant, property and equipment of the Subsidiaries that are used in the Operations are in good operating condition and repair, subject to normal wear and tear not caused by neglect, and are adequate and suitable for the purposes for which they are currently being used. All properties used in the Operations are reflected in the Company’s and AZI’s most recent balance sheet included in the consolidated financial statements to the extent the Accounting Standards require the same to be reflected.
(iii) AZI has acquired absolute, clear and marketable title free of all Liens over private land admeasuring 91.8 (ninety one decimal eight) acres, being the aggregate land on which the Chhattisgarh Projects are being developed by AZI for which AZI has issued a letter of intimation dated 26 December 2014 to the Collector and District Magistrate, Durg) (“Chhattisgarh Projects Private Land”); AZI is permitted to use the Chhattisgarh Projects Private Land for the development of the Chhattisgarh Projects and AZI is not required to seek prior Authorization from any Authori...
Title to and Condition of Property. (a) The Company does not own any real property. The Disclosure Schedule identifies all of the rights and interests in leasehold estates owned by the Company as of the date hereof, and the nature and amount of its interest therein. To the Knowledge of the Company, the Company has valid, subsisting and enforceable leases to all leasehold estates identified and reflected in the Disclosure Schedule and either good and marketable title or rights as lessee to all personalty of any kind or nature owned or used by the Company in connection with the Business, in each case free and clear of all Liens except for (i) Liens, defects or irregularities of title identified on the Disclosure Schedule which, individually or in the aggregate, do not detract from or materially interfere with the present or reasonably foreseeable use or value of the properties subject thereto or otherwise have or reasonably could have a Material Adverse Effect on the Company, and (ii) Liens for non-delinquent Taxes and non-delinquent statutory liens arising other than by reason of default by the Company. The assets and properties owned or leased by the Company are sufficient to operate and conduct the Business in a manner consistent with at least the same standards of quality and reliability as have been achieved as of the date hereof. The Company's possession of such property has not been disturbed and no claim has been asserted, whether oral or in writing, against the Company adverse to its rights in such leasehold interests.
(b) All buildings, structures, appurtenances and material items of machinery, equipment and other material tangible assets used by the Company in connection with the Business are in good operating condition and repair, normal wear and tear excepted, are usable in the ordinary course of business, are adequate and suitable for the uses to which they are being put and conform in all material respects to all applicable laws, ordinances, codes, rules, regulations and authorizations relating to their construction, use and operation, except where such non-compliance would not have a Material Adverse Effect on the Company.
Title to and Condition of Property. (a) Real Property Used. The Leased Real Estate, as set forth on Schedule 3.10(a) attached hereto, constitutes all real property used by the Company in the Acquired Business. The Company does not own any Owned Real Estate.
Title to and Condition of Property. (a) The Company has good and marketable title to all of its tangible personal property and assets (other than properties and assets leased or licensed from others) free and clear of all Liens, except Permitted Liens. Each item of tangible personal property is in good repair and good operating condition, ordinary wear and tear excepted, and is suitable for use in the ordinary course of business.
(b) The Company has not leases, subleases or other agreements under which the Company is lessor or lessee of any real property.
Title to and Condition of Property. (i) The Issuer has:
(A) good and marketable title free and clear of all Liens to all assets, movable and immovable (other than the Project Land) used or proposed to be used in relation to the Project as reflected in the Issuer's most recent balance sheet included in the consolidated financial statements (except assets sold or otherwise disposed of since such date in the ordinary course of business); and
(B) with respect to all its leased assets pertaining to the Project (other than the Project Land), valid leasehold interests therein free and clear of all Liens.
(ii) The assets of Issuer that are used in the Issuer Operations are in good operating condition and repair, subject to normal wear and tear not caused by neglect, and are adequate and suitable for the purposes for which they are currently being used.
Title to and Condition of Property. The Borrower has good and marketable title to its properties and assets free and clear of Liens except for Permitted Liens. The execution, delivery and performance of this Agreement, the Notes or any other instrument or agreement required to be delivered by Borrower hereunder will not result in the creation of any Lien except as provided for herein. All of the facilities and properties of Borrower are in good operating condition and repair except for facilities and properties (i) which are obsolete or otherwise not required for the conduct of its business, or (ii) which are being repaired in the ordinary course business.
Title to and Condition of Property. Except as set out in Schedule 5.13, the Purchaser does not own any real property. The Purchaser has good and marketable title to such owned real property. Except as set forth on Schedule 5.13, all leases, subleases, licences and other agreements (both verbal and written) under which the Purchaser occupies real property (collectively, the "CPI Leases") are valid, binding and in full force and effect, no written notice of default or termination thereunder has been received by the Purchaser, all rents and other sums and other charges payable by the lessee thereunder are current (or no more than 60 days past due) and no termination event either conditional or uncured default on the part of the Purchaser, exists thereunder.
Title to and Condition of Property. Except as set forth in the Company SEC Documents or Section 3.19 of the Disclosure Schedule, the Company and each of the Subsidiaries have good title to all of their owned properties and assets, free and clear of all liens, charges and encumbrances, except liens for taxes not yet due and payable and such liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby in accordance with industry standards or which could not reasonably be expected to have a material adverse effect on the Company; and all leases pursuant to which the Company or any of the Subsidiaries lease from others material amounts of real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not under any of such leases, any existing default or event of default by the Company or the Subsidiaries or to the Knowledge of the Company any other party thereto (or event which with notice or lapse of time, or both, would constitute a default), except where the lack of such good standing, validity and effectiveness or the existence of such default or event of default could not reasonably be expected to have a material adverse effect on the Company. Except as set forth in Section 3.19 of the Disclosure Schedule, since October 1, 1999, there has been no material adverse change in any of such material tangible personal property, whether owned or leased. None of the Company or the Subsidiaries has granted any option or other right to acquire any portion of its material owned properties or assets, except as set forth in Section 3.19 of the Disclosure Schedule.
Title to and Condition of Property. Except as may be necessary to cure Title Objections, from the Effective Date hereof to the Closing Seller shall not cause or permit any change in the status of title to the Property or the physical condition of the Property except for customary maintenance and operations. Seller shall not cause or permit any adverse change in the condition of the Property, reasonable wear and tear and damage by fire or the elements excepted. Seller shall not enter into any leases or other occupancy agreements with respect to all or any portion of the Property, or amend, modify, or extend existing leases except in the ordinary course of business without the prior written consent of Purchaser.
Title to and Condition of Property. (a) Seller has not entered into any agreement regarding the Real Property other than (i) those specifically set forth herein or disclosed to Purchaser prior to the execution of this Agreement, (ii) those listed on Schedule 4.6(a), (iii) those that are recorded in the chain of title to the Real Property, and (iv) the Real Property Lease, the Equipment Leases, and the Assignable Contracts.
(b) To Seller’s knowledge, the Real Property is not subject to any condemnation proceeding, other proceeding or litigation of any kind, pending, proposed, or threatened, which would be binding upon Purchaser and would materially affect or limit Purchaser's use and enjoyment of the Real Property.
(c) Seller owns and will convey to Purchaser at the Effective Time, all of the Seller’s rights, title and interest to all the Personal Property free and clear of any claims, mortgages, liens, security interests, pledges or encumbrances of any kind except as may be set forth in this Agreement. To Seller’s knowledge, the Personal Property is in good operating condition and repair, giving consideration to its age and use and subject to ordinary wear and tear, Seller has good and marketable title to the assets to be transferred under this Agreement, and the Banking Centers are in conformity in all material respects with all zoning ordinances, building or fire codes or other laws, statutes, ordinances, codes or regulations applicable to them, and all certificates, licenses and permits required for the lawful use and occupancy of such property have been obtained and are in full force and effect.