Title Review. Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.
Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of unmerchantability of title or of any other unsatisfactory title condition shown by the Title Documents shall be signed by or on behalf of Buyer and given to Seller on or before Title Objection Deadline (§ 2c), or within five (5) calendar days after receipt by Buyer of any Title Document(s) or endorsement(s) adding new Exception(s) to the title commitment together with a copy of the Title Document adding new Exception(s) to title. If Seller does not receive Buyer’s notice by the date(s) specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory.
Title Review. Administrative Agent or its counsel shall have completed a review of title regarding that portion of the Borrowing Base Properties which results in evidence of title satisfactory to Administrative Agent and its counsel covering not less than the Required Reserve Value of all Borrowing Base Properties, and such review shall not have revealed any condition or circumstance which would reflect that the representations and warranties contained in Section 7.8 and Section 7.9 are inaccurate in any respect.
Title Review. Buyer will have the right to inspect the Title Documents. If Buyer objects to any condition or exception to title as disclosed by the Title Documents that renders title unmerchantable or uninsurable, Buyer shall deliver written notice to Seller specifying such objection(s) on or before five (5) days after Title Deadline, or within five (5) business days after receipt by Buyer of any duly requested Title Document or endorsement(s) adding new exceptions(s) to the title commitment. If Seller does not receive Buyer’s notice by the date(s) specified above, Buyer shall be deemed to have accepted the condition of title as disclosed by the Title Documents as satisfactory and to have waived any objection thereto.
Title Review. The City shall, within thirty (30) days after receiving the Preliminary Commitment, deliver written notice to the Port regarding any objections the City may have to matters shown on or referenced in the Preliminary Commitment or identified in Exhibit C relating to Third Party Leases, Licenses and Contracts, as defined in Section 9.1 below (the “Title Objection Notice”). Any exception, encumbrance or other matter to which the City does not timely object shall be a “Permitted Exception.” The Port shall have ten (10) days from the date on which the Port receives the City’s Title Objection Notice to deliver written notice of the City stating whether or not the Port will, prior to closing, remove or otherwise cure some or all of the matters described in the City’s Title Objection Notice. Should the Port fail to timely respond to the City’s Title Objection Notice, the Port shall be deemed to have refused to remove or cure all of the matters described in the City’s Title Objection Notice. Should the Port refuse to remove or cure any of the matters objected to in the City’s Title Objection Notice, the City must elect one of the following: (i) to accept the defects or encumbrances on title that the Port refuses to remove or cure, in which case such defects or encumbrances shall become Permitted Exceptions, and proceed with the transaction contemplated by this Agreement; or (ii) to terminate this Agreement. The City shall provide the Port with written notice of its decision within thirty (30) days of receiving the Port’s response to the City’s Title Objection Notice. Should the City fail to deliver written notice of the City’s decision to the Port within the time period specified above, the City shall be deemed to have elected to terminate this Agreement. In the event the City elects to terminate this Agreement pursuant to this Section 4.3, all rights and obligations of the Port and the City under this Agreement shall terminate and be of no further force or effect. It is contemplated that City may obtain a survey of some or all of the Property during its Due Diligence Period (as defined below) as described in Section 4.4 below. In the event such survey or any supplement to the Preliminary Commitment results in additional exceptions to title, the same process shall apply pursuant to the Section 4.3 except the City’s notice period shall be ten (10) days rather than thirty (30) days.
Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller shall have no obligation to cure title objections except financing liens of an ascertainable amount created by, under or through Seller or that are held by Seller or an affiliate of Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such financing liens. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser’s consent (if requested, such consent shall not be unreasonably withheld or delayed). The term “Permitted Exceptions” shall mean: the exceptions (including exceptions that are part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to remove from the Title Commitment and things Purchaser consents to, or is deemed to have consented to, as of the end of the Title and Survey Review Period and that Seller is not required to remove as provided above; matters created by, through or under Purchaser; items shown on the Survey which have not been removed as of the end of the Inspection Period (or if Purchaser does not obtain a Survey, all matters that a current, accurate survey of the Property would show); and real estate taxes not yet due and payable.
Title Review. During the Contingency Period (as defined below), Buyer shall finish reviewing the Title Binder and any surveys of the Property, and at least ten (10) business days before the expiration of the Contingency Period, Buyer shall notify Seller of what exceptions, to title, if any, will not be accepted by Buyer. If Buyer fails to give Seller such notice at least ten (10) business days before the expiration of the Contingency Period. Buyer shall be deemed to have accepted the title as is. Seller shall have two (2) business days after receipt of Buyer’s notice of objections to give Buyer notice of which exceptions, if any, Seller shall cause to be removed from title. If Seller fails to give Buyer such notice before the expiration of the two (2)-day period, (“Seller’s Notice Period”) Seller shall be deemed to have elected not to cause such objectionable exceptions to be removed from title. If Seller gives notice that it will not remove any objectionable exception from title or shall be deemed to have elected not to cause such objectionable exceptions to be removed from title, Buyer may terminate the Agreement by giving written notice to Seller. Failure by Buyer to so terminate this Agreement before the expiration of Contingency Period, shall be deemed as Buyer’s election to proceed with this transaction. Encumbrances to be discharged by Seller may be paid out of the Purchase Price at Closing.
Title Review. Buyer shall have the right to inspect the Title Documents. Buyer shall provide written notice of unmerchantability of 272 title, unsatisfactory form or content of Title Commitment, or, notwithstanding § 13, of any other unsatisfactory title condition shown by the Title 273 Documents (Notice of Title Objection). Such notice shall be signed by or on behalf of Buyer and delivered to Seller on or before Title Objection 274 Deadline (§ 2.3), provided such Title Documents are received by Xxxxx in a timely manner. If there is an endorsement to the Title Commitment 275 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment shall be delivered to Buyer. Provided 276 however, Xxxxx shall have five days to deliver the Notice of Title Objection after receipt by Xxxxx of the following documents: (1) any required 277 Title Document not timely received by Xxxxx, (2) any change to the Title Documents, or (3) endorsement to the Title Commitment. If Seller does 278 not receive Xxxxx’s Notice of Title Objection by the applicable deadline specified above, Xxxxx accepts the condition of title as disclosed by the 279 Title Documents as satisfactory. 280
Title Review. (a) Buyer acknowledges that it has reviewed the Commitment, the title exception documents listed therein and the Survey prior to execution of this Contract, waives any objection it might have to such items and accepts and approves all matters shown thereon. Except as specifically set forth in SECTION 3.1(b), by its execution of this Contract, Buyer accepts the Property and all title and survey matters and the Xxxxxxx Money is non-refundable to Buyer, except as specifically set forth in this Contract.
Title Review. If Purchaser timely notifies Seller in writing of Title Objections, Seller will, within five (5) Business Days after Seller's receipt of Purchaser's notice (the "TITLE CURE PERIOD"), notify Purchaser in writing that Seller will either satisfy the Title Objections at Seller's sole cost and expense, or that Seller cannot or will not satisfy certain Title Objections at Seller's expense. Failure by Seller to timely respond shall be deemed Seller's decision not to cure any Title Objections. If Seller elects not to satisfy any of the Title Objections within the Title Cure Period, Purchaser has the option (as its sole remedy), exercisable at any time prior to the Termination Date (hereinafter defined), of either (i) waiving the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions, or (ii) terminating this Contract and receiving back the Xxxxxxx Money (less the Independent Contract Consideration), in which latter event Seller and Purchaser will have no further obligations, one to the other, with respect to the subject matter of this Contract, except for return of the Xxxxxxx Money (less the Independent Contract Consideration) and other provisions that survive termination of this Contract by their terms. Purchaser's failure to deliver a notice of termination on or prior to the Termination Date shall constitute Purchaser's waiver of any Title Objection that Seller has elected not to satisfy.
