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Title Matters
Title Matters contract clause examples

Title Matters. Upon reasonable request of Administrative Agent, the Borrower will furnish Administrative Agent with title opinions and/or title information, to the extent the same are in the possession of Borrower, reasonably satisfactory to Administrative Agent showing defensible title of Borrower to at least eighty percent (80%) or such lesser percentage approved by Administrative Agent in writing (the “Required Title Percentage”) of the Oil and Gas Properties covered by the Collateral Documents, subject only to the Permitted Liens. As to any Oil and Gas Properties hereafter mortgaged to Lenders, Borrower will promptly (but in no event more than thirty (30) days following such request), upon request furnish Administrative Agent with title opinions and/or title information, to the extent the same are in the possession of Borrower, reasonably satisfactory to Administrative Agent covering a sufficient value of such Oil and Gas Properties to maintain the Required Title Percentage of the aggregate Engineered Value of the Oil and Gas Properties. Said title information shall show defensible title of the applicable Borrower to such Oil and Gas Properties subject only to Permitted Liens; and Administrative Agent may exclude any Oil and Gas Property from the Borrowing Base if it is subject to a material title issue not cured by Borrower within a reasonable time. As used in this Agreement, “defensible title” shall mean such title as is customarily accepted in the oil and gas industry by purchasers of, or lenders secured by, properties similar to the Oil and Gas Properties as having defects in title not reasonably likely to result in a Material Adverse Effect upon the Engineered Value of the Oil and Gas Properties

Title Matters. Seller shall not do anything, nor authorize anything to be done, which would affect the condition of title as shown on the Title Commitment without Purchaser’s prior consent, such consent may be granted or withheld in Purchaser’s sole discretion unless Seller is required to take such action in order to comply with laws, codes, regulations or ordinances affecting the Premises and for which Seller has received a written notice from an applicable governmental agency or authority of the necessity to take such action, in which event Seller shall provide notice of the same to Purchaser.

Title Matters. Upon reasonable request of Administrative Agent, the Borrower will furnish Administrative Agent with title opinions and/or title information, to the extent the same are in the possession of Borrower, reasonably satisfactory to Administrative Agent showing defensible title of Borrower to such Oil and Gas Properties reasonably required by Administrative Agent and subject only to the Permitted Liens. As to any Oil and Gas Properties hereafter mortgaged to Lenders, Borrower will promptly (but in no event more than thirty (30) days following such request), upon request furnish Administrative Agent with title opinions and/or title information, to the extent the same are in the possession of Borrower, reasonably satisfactory to Administrative Agent covering a sufficient value of such Oil and Gas Properties to maintain a level of title coverage deemed necessary by Lenders of the Engineered Value of the total Oil and Gas Properties. Said title information shall show defensible title of the applicable Borrower to such Oil and Gas Properties subject only to Permitted Liens. As used in this Agreement, “defensible title” shall mean such title as is customarily accepted in the oil and gas industry by purchasers of, or lenders secured by, properties similar to the Oil and Gas Properties as having defects in title not reasonably likely to result in a Material Adverse Effect upon the Engineered Value of the Oil and Gas Properties

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and merchantable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. Title to the Drug Substance Doses shall transfer to Vinbiocare upon [* * *]. Vinbiocare shall be solely responsible for import clearance with respect to the Drug Substance Doses and for keeping all records, documents, correspondence and tracking information required by all Applicable Laws arising out of or in connection with the importation or delivery.

Title. With respect to each Seller, other than the Lubbock Seller, such Seller’s respective Company owns fee simple title to such Company’s Real Property free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title, except as shown in the applicable Title Commitment for such Real Property. With respect to the Lubbock Seller only, the Lubbock Company owns leasehold title to such Company’s Real Property free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title, except as shown in the applicable Title Commitment.

Title. Seller has provided a commitment to insure title to the Property issued by Alamo Title Company, 5599 San Felipe Suite 1400, [[Address A:Address]], 77056 (the “Title Company”) with respect to the Property (the “Title Commitment”). Attached hereto as [Exhibit B] is a list of those covenants, restrictions, easements, agreements and other encumbrances or matters shown in the Title Commitment that Buyer shall accept at closing (“Permitted Exceptions”). If any covenants, restrictions, easements, agreements or encumbrances, other than the Permitted Exceptions, are uncovered prior to Closing (“Non-Permitted Exceptions”) then, in addition to any other rights or remedies that Buyer may have hereunder, Buyer may, at its option, either # postpone Closing for a reasonable period of time to allow Seller to remove such Non-Permitted Exceptions, or # proceed to Closing with a credit against the Purchase Price in the greater of # the reasonably estimated cost to remove the Non-Permitted Exceptions from title or # the reduced value of the Property resulting therefrom. At Closing, Seller shall deliver such affidavits and other documents required by the Title Company in connection with the Title Policy and the Closing. The issuance of a Title Policy pursuant to the Title Commitment is a condition precedent to the parties’ obligation to proceed to Closing under this Contract. The Title Policy

Title. Each Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and is the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect to the Pledged Shares of such Pledgor.

Title. As of each Borrowing Date, with respect to each Project that is the subject of Borrowing on such Borrowing Date, the Borrower has good and valid legal and beneficial title to such Project, including all of the assets and properties (tangible and intangible) constituting any part of such Project, and all of such assets and properties are free and clear of all Liens or encumbrances other than Permitted Liens.

Title. Except for Permitted Liens or as set forth on [Schedule 3.9.2(a)], or the requirement of obtaining the other party’s consent with regard to the Assumed Contracts that are not material # the Acquired Assets that are owned by Seller are free and clear of all Liens as of Closing, and # there exists no condition as of Closing affecting the title to any part of the Acquired Assets owned by the Seller which would prevent Buyer from using or enforcing its rights with respect to any part of the Acquired Assets to the same extent that Seller could continue to do so if the transactions contemplated hereby did not take place.

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