Common use of Title to Assets; Encumbrances Clause in Contracts

Title to Assets; Encumbrances. (a) Seller owns good and marketable title to its respective estates in the Real Property, free and clear of any Encumbrances, other than: (i) liens for Taxes for the current tax year which are not yet due and payable; and (ii) those described in Part 3.9(a) ("Real Estate Encumbrances"). True and complete copies of (A) all deeds, existing title insurance policies and surveys of or pertaining to the Real Property and (B) all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been delivered to Buyer. Seller warrants to Buyer that, at the time of Closing, the Real Estate shall be free and clear of all Real Estate Encumbrances other than those identified on Part 3.9(a) as acceptable to Buyer ("Permitted Real Estate Encumbrances"). (b) Seller owns good and transferable title to all of the other Assets free and clear of any Encumbrances other than those described in Part 3.9(b) ("Non-Real Estate Encumbrances"). Seller warrants to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Non-Real Estate Encumbrances other than those identified on Part 3.9(b) as acceptable to Buyer ("Permitted Non-Real Estate Encumbrances" and, together with the Permitted Real Estate Encumbrances, "Permitted Encumbrances").

Title to Assets; Encumbrances. (a) Each Seller owns good and marketable title to its respective estates in the Real Property, free and clear of any Encumbrances, other than: (i) liens for Taxes for the current tax year which are not yet due and payable; and (ii) those described in Part 3.9(aSchedule 3.8(a) ("Real Estate Encumbrances"). True and complete copies of (Ad) all deeds, existing title insurance policies and surveys of or pertaining to the Real Property and (Be) all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been delivered to Buyer. Seller warrants to Buyer that, at the time of Closing, the Real Estate Property shall be free and clear of all Real Estate Encumbrances other than those identified on Part 3.9(aSchedule 3.8(a) as acceptable to Buyer ("Permitted Real Estate Encumbrances"). (b) Seller owns good and transferable title to all of the other Assets free and clear of any Encumbrances other than those described in Part 3.9(bSchedule 3.8(b) ("Non-Real Estate Encumbrances"). Seller warrants to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Non-Real Estate Encumbrances other than those identified on Part 3.9(bSchedule 3.8(b) as acceptable to Buyer ("Permitted Non-Real Estate Encumbrances" and, together with the Permitted Real Estate Encumbrances, "Permitted Encumbrances"). (c) Other than the Assets referred to in Section 5.3 and Schedule 3.8(c), the Affiliated Entities do not have any right, title or interest in any Assets used in either Seller's business.

Title to Assets; Encumbrances. (a) Seller owns good and Subsidiary have good, valid, complete, effective, rightful, transferable, indefeasible and marketable title to its respective estates in the Real Property and the Leased Real Property, free and clear of any Encumbrances, other than: (i) liens for Taxes for the current tax year which are not yet due and payable; and (ii) than those described in Part 3.9(a) ("“Real Estate Encumbrances"”). True and complete accurate copies of (A1) all deeds, existing title insurance policies and surveys of or pertaining to the Real Property and the Leased Real Property in Seller’s or Subsidiary’s possession or control, and (B2) all instruments, agreements and other documents in Seller’s or Subsidiary’s possession or control evidencing, creating or constituting any Real Estate Encumbrances have been delivered to BuyerBuyers. Seller warrants and Subsidiary warrant to Buyer Buyers that, at the time of Closing, the Real Estate Property shall be free and clear of all Real Estate Encumbrances other than those identified on Part 3.9(a) as acceptable to Buyer Buyers ("“Permitted Real Estate Encumbrances"”). (b) Seller owns good and transferable Subsidiary have good, valid, complete, effective, rightful, transferable, indefeasible and marketable title to all of the Assets (other Assets than the Facilities) free and clear of any Encumbrances other than those Encumbrances described in Part 3.9(b) ("Non-“Non Real Estate Encumbrances"”). Seller warrants and Subsidiary warrant to Buyer Buyers that, at the time of Closing, all of the Assets (other Assets than the Facilities) shall be free and clear of all Non-Non Real Estate Encumbrances other than those identified on Part 3.9(b) as acceptable to Buyer Buyers ("“Permitted Non-Non Real Estate Encumbrances" ” and, together with the Permitted Real Estate Encumbrances, "“Permitted Encumbrances"”).

Title to Assets; Encumbrances. (a) Seller owns good and marketable title to its respective estates in the Real PropertyLand, free and clear of any Encumbrances, other than: (i) liens for Taxes for the current tax year which are not yet due and payable; and (ii) those described in Part 3.9(a) Exhibit 3.7 ("Real Estate Encumbrances"). True To the extent in Seller's possession, true and complete copies of (A) all deeds, existing title insurance policies and surveys of or pertaining to the Real Property and (B) all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been delivered will be made available to BuyerBuyer promptly. Seller warrants to Buyer that, at the time of Closing, the Real Estate Land shall be free and clear of all Real Estate Encumbrances other than those identified on Part 3.9(a) Exhibit 3.7 as reasonably acceptable to Buyer ("Permitted Real Estate Encumbrances"). (b) Seller owns good and transferable title to all of the other Assets free and clear of any Encumbrances other than those described in Part 3.9(b) Exhibit 3.7 ("Non-Real Estate Encumbrances"). Seller warrants to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Non-Real Estate Encumbrances other than those identified on Part 3.9(b) as Exhibit 3.7 and which are reasonably acceptable to Buyer ("Permitted Non-Real Estate Encumbrances" and, together with the Permitted Real Estate Encumbrances, Encumbrances "Permitted Encumbrances"). Seller makes no representations regarding title to or the sufficiency of Appurtenances to the Real Estate.

Title to Assets; Encumbrances. (a) Seller Seller, the LLCs and the LP owns good and marketable title to its the respective estates in the Real Property, free and clear of any Encumbrances, other than: (i) liens for Taxes for the current tax year which are not yet due and payable; and and (ii) those described in Part Schedule 3.9(a) ("Real Estate Encumbrances"). True and complete copies of (A) all deeds, existing title insurance policies and surveys of or pertaining to the Real Property and (B) all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been delivered to Buyer. Seller warrants to Buyer that, at the time of Closing, the Real Estate shall be free and clear of all Real Estate Encumbrances other than those identified on Part Schedule 3.9(a) as acceptable to Buyer ("Permitted Real Estate Encumbrances"). (b) Seller owns Seller, the LLCs and the LP own good and transferable title to all of the other Assets free and clear of any Encumbrances other than those described in Part Schedule 3.9(b) ("Non-Real Estate Encumbrances"). Seller warrants to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Non-Real Estate Encumbrances other than those identified on Part Schedule 3.9(b) as acceptable to Buyer ("Permitted Non-Real Estate Encumbrances" and, together with the Permitted Real Estate Encumbrances, "Permitted Encumbrances"). (c) Seller owns good and transferable title to a 50% membership interest in ▇▇▇▇▇▇▇ Springs, LLC., a 50% membership interest in Decatur Center, LLC., and a 49% interest and general partnership in Seascrest Hospitality, LP., free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all interests shall be free and clear of all Encumbrances.

Title to Assets; Encumbrances. (a) Seller owns Sellers own good and marketable title to its their respective estates in the Real Property, free and clear of any EncumbrancesLand, other than: (i) liens for Taxes including real property for the current tax year which are not yet due and payable; and (ii) those as described in Part Section 3.9(a) of the Disclosure Schedules ("“Real Estate Encumbrances"”). True To the extent the following items are in Sellers' possession, true and complete copies of of (A) all deeds, existing title insurance policies and surveys of or pertaining to the Real Property Land and (B) all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been delivered to Buyer. Seller warrants Sellers warrant to Buyer that, at the time of Closing, the Real Estate Land shall be free and clear of all Real Estate Encumbrances Encumbrances, other than those identified on Part Section 3.9(a) of the Disclosure Schedules as acceptable to Buyer ("“Permitted Real Estate Encumbrances"”). (b) Seller owns Sellers own good and transferable title to all of the other Assets free and clear of any Encumbrances other than those described in Part Section 3.9(b) of the Disclosure Schedules ("“Non-Real Estate Encumbrances"”). Seller warrants Sellers warrant to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Non-Real Estate Encumbrances other than those identified on Part Section 3.9(b) of the Disclosure Schedules as acceptable to Buyer ("“Permitted Non-Real Estate Encumbrances" ” and, together with the Permitted Real Estate Encumbrances, "“Permitted Encumbrances"”).

Title to Assets; Encumbrances. (a) Seller owns good and marketable fee simple title to its respective estates in the Owned Real Property, Property free and clear of any Encumbrances, Encumbrances other than: (i) liens for Taxes for the current tax year which are not yet due and payable; and (ii) those described in Part 3.9(a) of the Disclosure Schedule ("“Permitted Real Estate Property Encumbrances"”). True Seller has delivered true and complete copies of (A) all deeds, existing title insurance policies and surveys of or pertaining to the Owned Real Property and (B) all instruments, agreements and other documents evidencing, creating or constituting any Permitted Real Estate Property Encumbrances have been delivered to Buyer. Seller warrants to Buyer that, at that the time of Closing, the Leased Real Estate shall be Property is free and clear of all Real Estate Encumbrances other than those identified on Part 3.9(a) as acceptable to Buyer ("Permitted Real Estate Property Encumbrances"). (b) Seller owns good and transferable title to all of the Assets other Assets than Real Property free and clear of any Encumbrances other than those described in Part 3.9(b) of the Disclosure Schedule ("Non-Real Estate Encumbrances"). Seller warrants to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Non-Real Estate Encumbrances other than those identified on Part 3.9(b) as acceptable to Buyer ("“Permitted Non-Real Estate Property Encumbrances" and, ” and together with the Permitted Real Estate Property Encumbrances, "“Permitted Encumbrances"”). (c) The Owned Real Property and Leased Real Property are the only real property owned, leased, or used by Seller.

Title to Assets; Encumbrances. (a) Seller owns good and marketable title to its respective estates in the Real PropertyLand, free and clear of any Encumbrances, other than: (i) liens for Taxes for the current tax year which are not yet due and payable; and (ii) those described in Part 3.9(a) that certain Title Commitment delivered to Buyer ("Real Estate Encumbrances"). True To the extent in Seller's possession, true and complete copies of (A) all deeds, existing title insurance policies and surveys of or pertaining to the Real Property and (B) all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been delivered made available to Buyer. Seller warrants to Buyer that, at the time of Closing, the Real Estate Land shall be free and clear of all Real Estate Encumbrances identified on Schedule B-2 to the Title Commitment. (Real Estate Encumbrances other than those identified on Part 3.9(a) as acceptable to Buyer (Exhibit 3.7(A), the "Permitted Real Estate Encumbrances"). (b) Seller owns good and transferable title to all of the other Assets free and clear of any Encumbrances other than those described in Part 3.9(bExhibit 3.7(B) ("Non-Real Estate Encumbrances"). Seller warrants to Buyer that, at the time of Closing, all Assets other Assets than the Real Property shall be free and clear of all Non-Real Estate Encumbrances other than those identified marked on Part 3.9(b) as acceptable Exhibit 3.7 with three asterisks to Buyer the left of such item (those so marked, the "Permitted Non-Real Estate Encumbrances" and, together with the Permitted Real Estate Encumbrances, Encumbrances "Permitted Encumbrances"). Seller makes no representations in this Section 3.7 regarding title to or the sufficiency of Appurtenances to the Real Property.