Title Contract Clauses (1,383)
Grouped Into 19 Collections of Similar Clauses From Business Contracts
This page contains Title clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Title. From and after the Effective Date, Buyer shall have the right to order a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title Commitment"). (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the "Title Company"), agreeing to issue, upon recording of the general warranty deed described in this Agreement, an ALTA
... owner's title insurance policy to Buyer and an ALTA Lender's title insurance policy issued to Buyer's lender(s), if applicable, in the amount of the Purchase Price insuring title to the Real Property to be in the condition called for by this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement; each if applicable. Seller shall cause the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company to issue the final title insurance policy in such form. The title mark-up and final title insurance policy shall be free from the standard requirements and exceptions and shall be subject only to liens, encumbrances or exceptions specifically approved by Buyer (the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller shall be provided by Seller within ten (10) days after the title evidence is furnished to Buyer. The premium for the title policy and any fees for endorsements or other services provided by the Title Company (other than the mortgagee policy, if any) shall be paid by Buyer on or before Closing. (b) Title Defects. Within ten (10) days after Buyer's receipt of the latter of the Title Commitment or the Survey (as defined in Section 6(g) below), Buyer shall object in writing to any condition of title not satisfactory to Buyer, in Buyer's sole discretion (hereinafter referred to as a "Title Defect"). If any objection is made, Seller shall have until prior to Closing in which to exercise its best efforts to correct such Title Defect. Seller's best efforts requirement in this Section shall, without limitation, obligate Seller to cure any and all Title Defects of an ascertainable monetary value. If the Title Defect cannot be corrected prior to Closing despite Seller's best efforts, or as otherwise extended by agreement of Buyer and Seller, Buyer may, at its option, (a) declare this Agreement null and void and as a result Seller shall return the Deposit together with all accrued interest forthwith to Buyer or (b) elect to accept such title as Seller is able to convey and proceed to Closing. If Buyer fails to notify Seller that Buyer is terminating 3 this Agreement pursuant to this Section within ten (10) business days after the expiration of the 10-day period, Buyer shall be deemed to have selected option (b) in the previous sentence. (c) Seller shall transfer to Buyer all of the Personal Property free of all liens and encumbrances. Seller shall, at Seller's sole cost and expense, at least three (3) days prior to Closing, deliver to Buyer documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Seller which would be a lien on the Property, including the Personal Property, involved in this transaction. The searches must be dated or updated within fifteen (15) days prior to Closing.
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Title. From and after the Effective Date, Buyer shall have the right to order a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title Commitment"). (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by First American Title Insurance Company
— Milwaukee Office acceptable to Buyer (the "Title Company"), agreeing
during the Due Diligence Period to issue, upon recording of the general warranty deed
... described in this Agreement, an ALTA owner's title insurance policy to Buyer and an ALTA Lender's title insurance policy issued to Buyer's lender(s), if applicable, in the amount of the Purchase Price insuring title to the Real Property to be in the condition called for by this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement; each if applicable. Seller endorsement. Buyer also shall have the right to cause the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company to issue the final title insurance policy in such form. The title mark-up and final title insurance policy shall be free from the standard requirements and exceptions and shall be subject only to (1) liens, encumbrances or exceptions specifically approved by Buyer and (2) those additional items set forth on the attached Schedule 1(g) (the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller Steele, ELFP and/or Khair shall be provided by Seller within ten (10) days after the title evidence is furnished at or prior to Buyer. Closing. The premium for the title policy and any fees for endorsements or other services provided by the Title Company (other than the mortgagee policy, if any) shall be paid by Buyer on or before Closing. (b) Title Defects. Within ten (10) days after of Buyer's receipt of the latter of the Title Commitment or the Survey (as defined in Section 6(g) 6 (g) below), and in any event prior to the expiration of the Due Diligence Period, Buyer shall object in writing to any condition of title not satisfactory to Buyer, in Buyer's sole discretion (hereinafter referred to as a "Title Defect"). If any objection is made, Seller shall notify Buyer within five (5) business days after receipt of Buyer's written objection to the Title Defects whether Seller will cure the Objections. If Seller does not respond within said period, Seller, ELFP and Khair shall be deemed to have until prior elected to Closing in which not cure the Objections. Seller shall not have any obligation to exercise its best efforts to correct such cure any Title Defect. Seller's best efforts requirement Defect except as otherwise expressly stated in this Section shall, Section. Steele shall (and, upon satisfaction of the Buy-Out Contingency, ELFP and Khair shall), without limitation, obligate Seller to cure be responsible for the payment and satisfaction and discharge of record of any and all Title Defects of an ascertainable monetary value. value to the extent not in excess of $750,000 in the aggregate for all of the Property), said amount being exclusive of deeds to secure debt and other encumbrances filed against the Property with the consent of Steele, ELFP and/or Khair. If Seller does not agree (or are deemed to not agree) to cure the Title Defect, or if the Title Defect cannot be corrected prior to Closing despite Seller's best efforts, or as otherwise extended by agreement of Buyer and Seller, the efforts that Seller may elect to undertake, Buyer may, at its option, option and as its sole and exclusive remedy, (a) declare terminate this Agreement null and void and as a result Seller Escrow Agent shall return the Deposit together with all accrued interest forthwith to Buyer Buyer, whereupon neither party shall have any obligation or liability to the other except to the a provision of this Agreement expressly survives a termination, or (b) elect to accept such title as Seller is Steele, ELFP and Khair are able to convey and proceed to Closing. Closing without abatement of or adjustment to the Purchase Price (except for Title Defects of an ascertainable monetary value). If Buyer fails to notify Seller that Buyer is terminating 3 this Agreement pursuant to this Section within ten (10) business days after of the expiration of the 10-day period, Buyer shall be deemed to have selected option (b) in the previous sentence. (c) Seller shall transfer to Buyer all of the Personal Property free of all liens and encumbrances. Seller shall, at Seller's sole cost and expense, at least three (3) days prior to Closing, deliver to Buyer documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Seller which would be a lien on the Property, including the Personal Property, involved in this transaction. The searches must be dated or updated within fifteen (15) days prior to Closing.
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Title.
From and after the Effective Date, Buyer
shall have the right to order has ordered a title insurance commitment
prepared in accordance with all of the terms and conditions of this Agreement (the "Title
Commitment"). Commitment") from Escrow Agent. (a) The Title Commitment shall be prepared in accordance with the current ALTA Form,
issued by First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the "Title Company"), or Texas equivalent, with the Escrow Agent agreeing to
... issue, upon recording of the general warranty deed described in this Agreement, Deed an ALTA owner's title insurance policy to Buyer ("Title Policy"), and an ALTA Lender's title insurance policy policy, or Texas equivalent, issued to Buyer's lender(s), if applicable, in the amount of the Purchase Price insuring title to the Real Property to be in the condition called for by this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement; each if applicable. Agreement. Seller shall cause the Title Company Escrow Agent at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company Escrow Agent to issue the final title insurance policy in such form. The title mark-up and final title insurance policy Title Policy shall be free from the standard requirements and exceptions exceptions, to the extent removable in Texas, and shall be subject only to the liens, encumbrances or exceptions specifically reasonably approved by Buyer (the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller shall be provided by Seller within ten (10) days after the title evidence is furnished to Buyer. The premium for the title policy and any fees for endorsements or other services provided by the Title Company (other than the mortgagee policy, if any) shall be paid by Buyer on or before Closing. (b) Title Defects. Within ten (10) five (5) business days after of Buyer's receipt of the latter of the Title Commitment or the Survey (as defined in Section 6(g) 5 below), but in no event prior to the expiration of the Due Diligence Period, Buyer shall object in writing to any condition of title not satisfactory to Buyer, in Buyer's sole discretion (hereinafter referred to as a "Title Defect"). Any items to which Buyer does not object within such five (5) business day period shall be deemed to be acceptable to Buyer. If any objection is made, Seller shall have until prior to Closing in which to exercise its best commercially reasonable efforts to correct such Title Defect. Defects. Seller's best commercially reasonable efforts requirement in this Section paragraph shall, without limitation, obligate Seller to cure any and all Title Defects of an ascertainable monetary value. liens caused by Seller. If the Title Defect cannot be corrected prior to Closing despite Seller's best commercially reasonable efforts, or as otherwise 3 extended by agreement of Buyer and Seller, Buyer may, at its option, option (a) declare this Agreement null and void and as a result Seller the Escrow Agent shall promptly return the Deposit Deposit, together with all accrued interest forthwith interest, to Buyer Buyer, or (b) elect to accept such title as Seller is able to convey and proceed to Closing. If Buyer fails to notify Seller that Buyer is terminating 3 this Agreement pursuant to this Section within ten (10) five (5) business days after the expiration of the 10-day period, five (5) business day period described above, Buyer shall be deemed to have selected option (b) in the previous sentence. (c) Seller shall transfer to Buyer all of the Personal Property free of all liens and encumbrances. Seller shall, at Seller's sole cost and expense, at least three (3) days prior to Closing, deliver to Buyer documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Seller which would be a lien on the Property, including the Personal Property, involved in this transaction. The searches must be dated or updated within fifteen (15) days prior to Closing.
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Title. The titles to sections or paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section or paragraph.
Title.
The titles to sections or Titles of the paragraphs of this Agreement are intended solely for convenience
of reference and no provision of this Agreement is to be construed by reference to the title of any
section or paragraph.
Title.
The titles Titles to
sections or the paragraphs
of and subsections in this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any
section paragraph or
paragraph. subsection.
Title.
The titles Titles to
sections or paragraphs of the Sections in this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any
section or paragraph. Section.
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Title. At Closing, Seller agrees to convey to Buyer fee simple marketable title to the Property by special warranty deed, free and clear of all liens, defects of title, conditions, easements, assessments, restrictions, and encumbrances except for Permitted Exceptions (as hereinafter defined).
Title. At Closing, Seller agrees to convey to Buyer fee simple marketable title to the Property by
special limited warranty deed, free and clear of all
tenancies, leases, liens, defects of title, conditions, easements, assessments, restrictions, and encumbrances except for Permitted Exceptions (as hereinafter defined).
Title. At Closing, Seller agrees to convey to Buyer fee simple marketable title to
the each Property by special warranty deed, free and clear of all liens, defects of title, conditions,
9 easements, assessments, restrictions, and encumbrances except for Permitted Exceptions (as hereinafter defined).
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Title. Employee shall serve as Senior Vice President, Chief Financial Officer, of the Company. Employee's duties shall be the usual and customary duties of the offices in which Employee serves. Employee shall report to the Chief Executive Officer or such other person as the Chief Executive Officer shall designate from time to time. The Board of Directors and/or the Chief Executive Officer of the Company may change employee's title, position and/or duties at any time.
Title. Employee shall serve as
Senior Vice President, Chief
Financial Officer, Executive Officer of the Company. Employee's duties shall be the usual and customary duties of the offices in which Employee serves. Employee shall report to the Chief Executive Officer
of Callaway Golf Company ("Callaway") or such other person as the Chief Executive Officer
of Callaway shall designate from time to time. The Board of Directors and/or the Chief Executive Officer of
the Company Callaway may change employee's
... title, position and/or duties at any time.
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Title. You will serve as Chief Accounting Officer of the Company reporting directly to the Company's Chief Financial Officer.
Title. You will serve as
interim Chief
Accounting Financial Officer of the Company reporting directly to the Company's Chief
Financial Operating Officer.
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Title. The Company hereby employs the Executive and the Executive agrees to serve the Company as its President and Chief Executive Officer on the terms and conditions hereinafter set forth.
Title. The Company hereby employs the
Executive Executive, and the Executive agrees to serve the
Company Company, as its President
and Chief Executive Officer on the terms and conditions hereinafter set forth.
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Title. Except as provided in Section 1, Operator shall not acquire any right, title or interest in the Product delivered to Operator pursuant to this Agreement and all title and ownership or such Product shall remain exclusively with Customer or Customer's customer. Except as provided in Section 1, Operator shall not represent itself to any third party as the owner of any of the Product and shall hold the Product in trust for Customer.
Title. Except as provided in Section
1, 5(c), Operator shall not acquire any right, title or interest in the
Customer Product delivered to Operator pursuant to this Agreement and all title and ownership or such
Customer Product shall remain exclusively with Customer or Customer's customer. Except as provided in Section
1, 5(c), Operator shall not represent itself to any third party as the owner of any of
the Customer Product and shall hold
the Customer Product in trust for Customer.
Title. Except as provided in Section
1, 5(c), Operator shall not acquire any right, title or interest in the
Customer Product delivered to Operator pursuant to this Agreement and all title and ownership or such
Customer Product shall remain exclusively with Customer or Customer's customer. Except as provided in Section
1, 5(c), Operator shall not represent itself to any third party as the owner of any of
the Customer Product and shall hold
the Customer Product in trust for Customer.
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Title. Trustor warrants title to the Property, excepting only restrictions and easements of record, municipal and zoning ordinances, current taxes and assessments not yet due and any liens or encumbrances set forth on Exhibit A attached hereto ("Permitted Liens").
Title.
Trustor Grantor warrants title to the Property, excepting only restrictions and easements of record, municipal and zoning ordinances, current taxes and assessments not yet due and any liens or encumbrances set forth on Exhibit
A B attached hereto ("Permitted Liens").
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Title. The Company will initially cause the Employee to be appointed a CEO/President of the Company.
Title. The Company will initially cause the Employee to be appointed a
CEO/President Corporate Secretary of the Company.
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Title. (a) Title Commitment. Acquirer has obtained a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title Commitment") and with the current ALTA Form, issued by First American Title Insurance Company — Milwaukee Office (the "Title Company"), agreeing to issue an ALTA owner's title insurance policy to Acquirer. in the amount of the Consideration insuring title to the Real Property to be in the condition called for by this Agreement and
... containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement. Acquirer shall cause the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company to issue the final title insurance policy ("Title Policy") in such form. The title mark-up and final title insurance 4 policy shall be free from the standard requirements and exceptions and shall be subject only to liens, encumbrances or exceptions specifically approved by Acquirer (the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Contributor shall be provided by Contributor prior to closing. The premium for the title policy and any fees for endorsements or other services provided by the Title Company shall be paid by Acquirer on or before Closing. (b) Title Objections. On or before the January 28, 2015, Acquirer shall object in writing to any condition of title not satisfactory to Acquirer, in Acquirer's sole discretion (hereinafter referred to as a "Title Defect") and any matters of title not timely objected to by Acquirer shall be deemed Permitted Exceptions. If Acquirer so objects, Closing shall be postponed for up to 10 business days (the "Correction Period") pending correction of Title Objections. Except as expressly stated in this paragraph, Contributor shall not be obligated to correct such Title Defects or to expend any funds in connection therewith, provided, however, Contributor shall be obligated to cure any and all Title Defects constituting voluntary liens of Contributor or the Company by payment thereof at the time of Closing. If any Title Defect cannot be corrected within the Correction Period , Acquirer may, at its option, (a) declare this Agreement null and void and as a result the Escrow Agent shall return the Deposit together with all accrued interest forthwith to Acquirer or (b) elect to accept such title as Contributor is able to convey and proceed to Closing. If Acquirer fails to notify Contributor that Acquirer is terminating this Agreement pursuant to this Section within two (2)business days of the expiration of the Correction Period, Acquirer shall be deemed to have selected option (b) in the previous sentence and the Parties shall immediately proceed to Closing. (c) Personal Property. At Closing, the Personal Property shall be free of all liens and encumbrances.
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Title.
(a) 4.1 Title Commitment.
From and after the Effective Date, Acquirer
has obtained shall have the right to order a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title
Commitment") and with the current ALTA Form, Commitment"). The Title Commitment shall be issued by First American Title Insurance Company — Milwaukee Office
(the "Title ("Title Company"),
agreeing and shall obligate the Title Company to issue
at the Closing an
ALTA... owner's title insurance policy to Acquirer. Owner's Policy of Title Insurance in the amount of the Consideration insuring on the standard form (Form T-1) promulgated by the Texas Department of Insurance (the "Title Policy"). Evidence of title shall be issued to the Real Property to be in the condition called for Escrow Agent by this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement. Lone Star Title of El Paso, Inc., 601 North Mesa, Suite 100, El Paso, Texas 79901, Attn: John Martin (Tel. #: (915) 545-2222). Acquirer shall cause may direct the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed and provide a "title mark-up" or "Pro-forma Policy" showing the final form of the title insurance policy Title Policy (including the above referenced endorsements) any endorsements required by Acquirer) to be issued, which mark-up or "Pro-forma" shall obligate the Title Company to issue the final title insurance policy ("Title Policy") in such form. The title mark-up or Pro-Forma and final title insurance 4 policy shall be free from the standard requirements and exceptions and Title Policy shall be subject only to liens, encumbrances or exceptions specifically approved by Acquirer (the the "Permitted Exceptions"). Exceptions" specified below. A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Contributor Acquirer pursuant to Section 2.3(c) above shall be provided by Contributor prior to closing. before the expiration of the Due Diligence Period. The premium for the title policy and any fees for endorsements or other services provided by the Title Company (including the mortgagee policy, if any) shall be paid by Acquirer on or before Closing. (b) 4.2 Title Objections. On Within ten (10) days of Acquirer's receipt of the latter of the Title Commitment or before the January 28, 2015, Survey (as defined in Section 7.2(e) below), Acquirer shall object 4 in writing to any condition of title not satisfactory to Acquirer, in Acquirer's sole discretion (hereinafter referred discretion. During the Due Diligence Period and following receipt of Acquirer's objections to the Title Commitment and Survey, the parties will cooperate with one another in endeavoring to cure or secure title insurance over any objections Acquirer has made to the title to the Property as a "Title Defect") disclosed by the Title Commitment and Survey. Contributor shall have no obligation to cure title objections, except that Contributor must remove (i) liens of an ascertainable amount other than Existing Mortgage Debt, (ii) any exceptions or encumbrances to title which are created by, through or under Contributor after the Effective Date and which are not consented to by Acquirer, and (iii) any mechanic's and materialman's liens filed against the Property during the pendency of this Agreement, unless the same arise by, through or under Acquirer, its employees, agents or contractors ("Mandatory Cure Items"). The term "Permitted Exceptions" shall mean the specific exceptions to title contained in Schedule B of the Title Commitment as the same may be updated by Escrow Agent prior to Closing (other than Mandatory Cure Items, which Contributor must remove on or before Closing), that the Title Company has not agreed to insure over or remove from the Title Commitment during the Due Diligence Period, or thereafter, and any matters of title not timely objected to by Acquirer shall be deemed Permitted Exceptions. If Acquirer so objects, Closing shall be postponed for up to 10 business days (the "Correction Period") pending correction of Title Objections. Except as expressly stated disclosed in this paragraph, the Survey 4.3 UCC Search. Contributor shall not be obligated to correct such Title Defects or to expend any funds in connection therewith, provided, however, Contributor shall be obligated to cure any and all Title Defects constituting voluntary liens of Contributor or the Company by payment thereof at the time of Closing. If any Title Defect cannot be corrected within the Correction Period , Acquirer may, at its option, (a) declare this Agreement null and void and as a result the Escrow Agent shall return the Deposit together with all accrued interest forthwith transfer to Acquirer or (b) elect to accept such title as Contributor is able to convey and proceed to Closing. If Acquirer fails to notify Contributor that Acquirer is terminating this Agreement pursuant to this Section within two (2)business days all of the expiration of the Correction Period, Acquirer shall be deemed to have selected option (b) in the previous sentence and the Parties shall immediately proceed to Closing. (c) Personal Property. At Closing, the Personal Property shall be free of all liens and encumbrances. encumbrances other than Existing Mortgage Debt. Contributor shall, at Contributor's sole cost and expense, prior to Closing, deliver to Acquirer documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Contributor which would be a lien on the Property, including the Personal Property, involved in this transaction other than Existing Mortgage Debt.
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