Title to Owned Real Property Clause Samples
The "Title to Owned Real Property" clause establishes that a party holds legal ownership and clear title to specific real estate assets referenced in the agreement. In practice, this clause typically requires the party to confirm that the property is free from undisclosed liens, encumbrances, or claims by third parties, and may obligate them to provide evidence such as title insurance or recorded deeds. Its core function is to assure the other party that the property is rightfully owned and can be transferred or used as intended, thereby reducing the risk of future disputes over ownership or title defects.
Title to Owned Real Property. (a) Each Seller has good, valid and marketable title to all of its material Owned Real Property, free and clear of all Liens other than Permitted Encumbrances and Liens of the Lienholders identified on Schedule 4.1.5(a). Sellers represent that the only lienholders (other than Permitted Encumbrances) on any of the Owned Real Property are the Lienholders identified on Schedule 4.1.5
(a) except as would not reasonably be likely to be materially adverse to the Business.
(b) Schedule 4.1.5(b) lists all Owned Real Property as of the date hereof, including the address, and a description suitable to identify the property. Such Owned Real Property constitutes substantially all of the Owned Real Property used primarily in the operation of the Business as of June 30, 2001, except as such (i) has been disposed of since January 1, 2001 in the ordinary course of business or (ii) is not material to the operation of the Business.
Title to Owned Real Property. Seller has good fee simple title to all of the Owned Real Property, free and clear of any Lien other than Permitted Encumbrances and Liens of the Bondholders identified on Schedule 8.1.7(b). As of the date hereof, the address and a general description of each item of Owned Real Property are set forth on Schedule 8.1.7(a). Seller represents that the only creditors that have a Lien (other than any Permitted Encumbrances) on any of the Owned Real Property are the Bondholders identified on Schedule 8.1.7(b).
Title to Owned Real Property. At Closing, title to the Owned Real Property and to all real property owned by the Acquired Subsidiaries and Enenco listed and described on Schedule 5.1.14
(a) together with all appurtenant easements thereunto and all structures, fixtures, and improvements located thereon, and any minerals and mining rights with respect thereto (the "Other Owned Real Property") shall be good and marketable, free and clear of all Liens and other matters affecting Seller's, the Subsidiaries' or Enenco's title to or possession of such Owned Real Property and other Owned Real Property, including, but not limited to, all encroachments, boundary disputes, covenants, restrictions, burdens, conditions, servitudes, occupancy rights, charges, diligences, easements, rights of way, mortgages, security interests, leases, encumbrances and title objections, excepting only the Permitted Liens and such easements, restrictions, and covenants presently of record, which easements, restrictions, and covenants are listed on Schedule 5.1.14(a). Without limiting the generality of the foregoing, to Parent's and Seller's knowledge, all unpatented mining claims included in the Owned Real Property are believed by Seller to be properly located, have been properly maintained, and in good standing. At Closing, (i) title to the Owned Real Property shall be insurable by Lawyers Title Insurance Company, pursuant to the most recent version of the ALTA Owner's form of policy, and (ii) title to the Other Owned Real Property owned by the Acquired Subsidiaries (to the extent available in the country in which such Other Owned Real Property is located) shall be insurable by a title insurance company selected by Purchaser pursuant to such owner's form of policy as is customary in such country at such insurer's customary rates, in each case free of all exceptions except the aforesaid easements, restrictions, and covenants; provided that, in the case of each of the foregoing clauses (i) and (ii), Parent and Seller make no representation as to the availability of such title insurance to the extent that Purchaser seeks to obtain title insurance in an amount and scope that is more comprehensive in the aggregate than the title insurance obtained by Chase Manhattan Bank pursuant to the title policies listed on Schedule 5.1.14(a).
Title to Owned Real Property. As of the date hereof, the address and a general description of each item of Owned Real Property are set forth on Schedule 8.1.7(a). Seller has good fee simple title to all of the Owned Real Property, free and clear of any Lien other than Permitted Encumbrances and Liens of the Bondholders identified on Schedule 8.1.7(b). Seller represents that the only creditors that have a Lien (other than any Permitted Encumbrances) on any of the Owned Real Property are the Bondholders identified on Schedule 8.1.7(b). The Owned Real Property set forth on Schedule 8.1.7
(a) constitutes substantially all of the Owned Real Property used in the Business during calendar year 1998 and located in the Purchased Exchanges, except as such (i) has been disposed of since January 1, 1998 in the ordinary course of business, or (ii) would not have a Material Adverse Effect.
Title to Owned Real Property. With respect to the Real Property, title to such Real Property is, and at Closing shall be, good and marketable, fee simple absolute, free and clear of all Encumbrances other than Permitted Liens. At Closing, title to the Real Property owned by the Seller shall be insurable by any title insurance company selected by the Purchaser, at such company's regular rates (as paid for by the Purchaser) pursuant to an ALTA 1987 owner's form of policy, to the extent available, free of all exceptions except Permitted Liens.
Title to Owned Real Property. The Seller and its subsidiaries have good and indefeasible fee simple title to the Sterling Owned Real Property and own all of the improvements located thereon, free and clear of all Liens except as indicated on the title reports and title insurance policies furnished or made available to the Purchaser pursuant to Section 3.10 hereof and except for:
(a) the mortgage liens reflected on Schedule 3.13;
(b) liens for current taxes and assessments not delinquent; and
(c) easements for utilities serving the property only.
Title to Owned Real Property. Schedule 4.4 hereto contains a complete and correct list of all Owned Real Property. Except as set forth on Schedule 4.4, Seller has good, valid and indefeasible fee title to all Owned Real Property, free and clear of any and all Encumbrances, imperfections of title, covenants, restrictions, easements or encroachments except for Permissible Liens. Upon the consummation of the transactions contemplated hereby, Purchaser shall receive good, valid and insurable title to such Owned Real Property, free and clear of all Encumbrances except for Permissible Liens. Other than Permissible Liens or as set forth on Schedule 4.4, Seller has not granted any purchase options or rights of first refusal or first offer with respect to the Owned Real Property and the Owned Real Property is not subject to any such options or rights.
Title to Owned Real Property. Except as specifically set forth on Section 3.09(d) of the Disclosure Schedule, Seller has, and Purchaser will receive on the Closing Date, (i) good and insurable fee simple title to all of the Owned Real Property; (ii) good and valid leasehold interest in all the Leased Real Property, in each case free and clear of all Encumbrances. The Owned Real Property and the Leased Real Property and the Improvements thereon have direct and unobstructed access to public utilities, to the extent necessary for the users to which such Real Property and all of the Improvements are presently devoted, and to a public street. All Improvements with respect to the Owned Real Property and, to the best of Seller's knowledge, the Leased Real Property, lie entirely within the boundaries of the Real Property, and no structure of any kind encroaches on the property of another party. No portion of the Real Property or any Improvements are the subject of, or affected by, any condemnation or eminent domain proceedings currently instituted or pending, and no such proceedings are threatened. Except as set forth on Section 3.09(d) of the Disclosure Schedule, neither the Real Property nor any of the Improvements is subject to any lease, sublease, covenant or other restriction preventing or limiting Seller's right to convey it or use it for the various purposes for which it is being used.
Title to Owned Real Property. Company has good and marketable fee simple title to those certain tracts of real property more fully set forth on Schedule 3.8(a) (the “Real Property”), free and clear of all Liens, except the Permitted Liens. Neither Seller nor the Company has granted any option or right of first refusal or first opportunity to any person or entity to acquire the Real Property or any interest therein. Other than the Real Property Lease and any Matters of Record, the Company has not entered into any agreement or understanding, either written or oral, pursuant to which any person or entity has the right to own, acquire, use or occupy any portion of the Real Property or any interest therein.
Title to Owned Real Property. Schedule 3.1.19 contains a complete legal and municipal description of all of the real property owned by the Corporation.