Common use of Amendments to Title Commitment Clause in Contracts

Amendments to Title Commitment. All exceptions to title other than Monetary Liens and Material New Exceptions (as hereinafter defined) first raised by the Title Company in any updates or amendments to the Title Commitment issued after the original “effective date” of the Title Commitment shall be Permitted Exceptions (any such updates or amendments to the Title Commitment being referred to herein as an “Updated Title Commitment”). Purchaser shall have the right up and until Closing to object to any Material New Exceptions first raised by the Title Company in any Updated Title Commitment (even if such Updated Title Commitment is issued after the end of the Title Objection Deadline) by giving written notice (an “Updated Title Objection Notice”) to Seller of the Material New Exceptions to which Purchaser is objecting within three (3) business days after the issuance of any such Updated Title Commitment (or the Closing Date, whichever is earlier). If Purchaser does not object to any Material New Exceptions first raised in an Updated Title Commitment by giving timely written notice as herein provided, such Material New Exception (other than Monetary Liens) shall be deemed a Permitted Exception. In the event Purchaser gives timely written notice of objection to any Material New Exception as herein provided, Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure the Material New Exception. Notwithstanding the foregoing or anything else in this Agreement to the contrary, at or prior to Closing, Seller shall cause to be removed and satisfied of record any and all Monetary Liens. Not later than five (5) days after receipt of an Updated Title Objection Notice, Seller may give written notice (an “Updated Title Response”) to Purchaser informing Purchaser of Seller's election with respect to the Material New Exception. If Seller fails to give an Updated Title Response on or before such date and time, Seller shall be deemed to have elected not to attempt to cure any of the Material New Exceptions (other than Monetary Liens). If Seller elects to attempt to cure any Material New Exceptions (or is obligated to cure any Monetary Liens), then Seller shall use commercially reasonable efforts to attempt to cure the same in accordance with this Agreement and shall be entitled to one or more reasonable extensions of the Closing of up to, but not beyond, the thirtieth (30th) day following the date for Closing set forth in Section 8 hereof to attempt such cure, but Seller shall not be obligated to expend any sums (other than with respect to Monetary Liens), commence any suits or take any other action in order to effect the same. If Seller elects not to cure (or is deemed to have elected not to cure) any Material New Exception or if, after electing to attempt to cure, Seller determines that it is unwilling or unable, after using commercially reasonable efforts, to remove, satisfy or otherwise cure any such Material New Exception (other than removal of Monetary Liens) and Seller notifies Purchaser of such, then, in any such event, Seller shall not be in default of this Agreement and Purchaser's sole remedy hereunder in any such event shall be either: (i) to accept title to the Property subject to such Material New Exceptions as if Purchaser had not objected thereto and without reduction of the Purchase Price and such Material New Exceptions (other than Monetary Liens) shall be deemed Permitted Exceptions hereunder, or (ii) to terminate this Agreement in accordance with this Section 4(e), in which event all of the Xxxxxxx Money shall be immediately returned by Escrow Agent (or, if the Xxxxxxx Money has already been disbursed to Seller in accordance with this Agreement, by Seller) to Purchaser and, upon the return and delivery of the Xxxxxxx Money to Purchaser, Purchaser and Seller shall be released from any and all obligations and liabilities to the other under this Agreement other than any provision that expressly survives the termination of this Agreement (provided, however, if any such Material New Exception arises as a result of a Seller default under this Agreement, then Purchaser shall have all rights and remedies provided to Purchaser under Section 16(a) of this Agreement for a Seller default). To terminate this Agreement pursuant to this Section 4(e), Purchaser must give written notice to Seller of its election to terminate this Agreement not later than: (i) five (5) business days after Purchaser’s receipt of an Updated Title Response from Seller giving Purchaser notice of Seller’s election not to cure any such Material New Exception if, in fact, Seller gives any such Updated Title Response (and, if necessary, the Closing Date shall be extended up to the end of such five (5) business days to allow for Purchaser to respond to any such notice from Seller), (ii) five (5) business days after Seller is otherwise deemed to have elected not to cure any such Material New Exception (and, if necessary, the Closing Date shall be extended up to the end of such five (5) business days to allow for Purchaser to respond to any such deemed election not to cure), (iii) five (5) business days after Purchaser’s receipt of written notice from Seller (any such notice being referred to herein as an “Update to Updated Title Response”) that, having previously elected, pursuant to its initial Updated Title Response, to attempt to cure any Material New Exceptions (not including Monetary Liens), that Seller is unable or unwilling, after using commercially reasonable efforts, to do so (and, if necessary, the Closing Date shall be extended up to the end of such five (5) business days to allow for Purchaser to respond to any such notice from Seller), or

Amendments to Title Commitment. All exceptions to title other than Monetary Liens and Material New Exceptions (as hereinafter defined) first raised by the Title Company in any updates or amendments to the any Title Commitment issued after the original “effective date” expiration of the Title Commitment Inspection Period shall be Permitted Exceptions (any such updates or amendments to the Title Commitment being referred to herein as an “Updated Title Commitment”)Exceptions. Purchaser shall have the right up and until Closing to object to any Material New Exceptions first raised by the Title Company in any Updated amendments to any Title Commitment (even if such Updated Title Commitment is issued after the end expiration of the Title Objection Deadline) Inspection Period by giving written notice (an “Updated Title Objection Notice”) to Seller Contract Agent of the Material New Exceptions to which Purchaser is objecting within three five (35) business days after the issuance of any such Updated Title Commitment amendment (or the Closing Date, whichever is earlier). If Purchaser does not object to any Material New Exceptions first raised in an Updated amendment to any Title Commitment issued after the expiration of the Inspection Period by giving timely written notice as herein provided, such Material New Exception (other than Monetary Liens) shall be deemed a Permitted Exception. In the event Purchaser gives timely written notice of objection to any Material New Exception as herein provided, the Seller Contract Agent shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure the Material New Exception. Notwithstanding the foregoing or anything else in this Agreement to the contrary, at or prior to Closing, Seller shall cause to be removed and satisfied of record any and all Monetary Liens. Not later than five (5) days after receipt of an Updated Title Objection Notice, Seller may give written notice (an “Updated Title Response”) to Purchaser informing Purchaser of Seller's election with respect to the Material New Exception. If Seller fails to give an Updated Title Response on or before such date and time, Seller shall be deemed to have elected not to attempt to cure any of the Material New Exceptions (other than Monetary Liens). If Seller elects to attempt to cure any Material New Exceptions (or is obligated to cure any Monetary Liens), then Seller shall use commercially reasonable efforts to attempt to cure the same in accordance with this Agreement and shall be entitled to one or more reasonable extensions of the Closing of up to, but not beyond, the thirtieth (30th) day following the date for Closing set forth in Section 8 hereof to attempt such cure, but Seller shall not be obligated to expend any sums (other than with respect to Monetary Liens), commence any suits or take any other action in order to effect the same. If Seller elects not to cure (or is deemed to have elected not to cure) any Material New Exception or if, after electing to attempt to cure, Seller determines that it is unwilling or unable, after using commercially reasonable efforts, to remove, satisfy or otherwise cure any such Material New Exception (other than removal of Monetary Liens) and Seller notifies Purchaser of such, then, in any such event, Seller shall not be in default of this Agreement and Purchaser's sole remedy hereunder in any such event shall be either: (i) to accept title to the Property subject to such Material New Exceptions as if Purchaser had not objected thereto and without reduction of the Purchase Price and such Material New Exceptions (other than Monetary Liens) shall be deemed Permitted Exceptions hereunder, or (ii) to terminate this Agreement in accordance with this Section 4(e), in which event all of the Xxxxxxx Money shall be immediately returned by Escrow Agent (or, if the Xxxxxxx Money has already been disbursed to Seller in accordance with this Agreement, by Seller) to Purchaser and, upon the return and delivery of the Xxxxxxx Money to Purchaser, Purchaser and Seller shall be released from any and all obligations and liabilities to the other under this Agreement other than any provision that expressly survives the termination of this Agreement (provided, however, if any such Material New Exception arises as a result of a Seller default under this Agreement, then Purchaser shall have all rights and remedies provided to Purchaser under Section 16(a) of this Agreement for a Seller default). To terminate this Agreement pursuant to this Section 4(e), Purchaser must give written notice to Seller of its election to terminate this Agreement not later than: (i) five (5) business days after Purchaser’s receipt of an Updated Title Response from Seller giving Purchaser notice of Seller’s election not to cure any such Material New Exception if, in fact, Seller gives any such Updated Title Response (and, if necessary, the Closing Date shall be extended up to the end of such five (5) business days to allow for Purchaser to respond to any such notice from Seller)on behalf of the applicable Seller Entity and Purchaser’s rights and the Seller Entity’s obligations with respect thereto shall be the same as provided with respect to a Title Objection pursuant to the provisions of Sections 2.3.3, 2.3.4 and 2.3.5 (ii) five (5) business days after Seller is otherwise deemed to have elected not to cure any such Material New Exception (and, if necessary, and the Closing Date shall be extended up to the end of such five (5) business days as necessary to allow for Purchaser Seller Contract Agent to respond to Purchaser’s notice, if at all). As used herein, a “Material Exception” shall be: (a) any such deemed election not right or claim of a third party to cure)fee title to a Property, (iiib) five any lien against the Property not otherwise permitted hereunder, (5c) business days after any Monetary Lien, (d) any litigation matter encumbering a Property, (e) any liens or encumbrances caused by a Seller Entity and not otherwise expressly permitted hereunder, (f) any condition with respect to a Property which constitutes a violation of applicable law, or (g) any other matter not otherwise permitted under this Agreement which, in Purchaser’s receipt reasonable determination, would materially and adversely interfere with the continued use and operation of written notice from the Property as the same is currently used and operated. Notwithstanding anything to the contrary herein, each Seller (Entity shall be permitted in its sole discretion and without any such notice being referred notification to herein as an “Update to Updated Title Response”) that, having previously elected, pursuant to its initial Updated Title ResponsePurchaser, to attempt modify any Monetary Liens at any time prior to cure any Material New Exceptions (not including the Closing, provided that such Monetary Liens), that Seller is unable or unwillingas modified, after using commercially reasonable efforts, to do so (and, if necessary, the Closing Date shall be extended up to the end of such five (5) business days to allow for Purchaser to respond to any such notice from Seller), orremoved or insured over as provided in Section 2.3.5.

Amendments to Title Commitment. All exceptions to title other than Monetary Liens and Material New Exceptions (as hereinafter defined) first raised by the Title Company in any updates or amendments to the any Title Commitment issued after the original “effective date” of the Title Commitment Effective Date shall be Permitted Exceptions (any such updates or amendments to the Title Commitment being referred to herein as an “Updated Title Commitment”)Exceptions. Purchaser shall have the right up and until Closing to object to any Material New Exceptions first raised by the Title Company in any Updated amendments to any Title Commitment (even if such Updated Title Commitment is issued after the end of the Title Objection Deadline) Effective Date by giving written notice (an “Updated Title Objection Notice”) to Seller Contract Agent of the Material New Exceptions to which Purchaser is objecting (a “Title Objection Notice”) within three five (35) business days after the issuance of any such Updated Title Commitment amendment (or the Closing Date, whichever is earlier). If Purchaser does not object to any Material New Exceptions first raised in an Updated amendment to any Title Commitment issued after the Effective Date by giving timely written notice as herein provided, such Material New Exception (other than Monetary Liens) shall be deemed a Permitted Exception. In the event Purchaser gives timely written notice of objection to any Material New Exception as herein provided, the Seller Contract Agent shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure the Material New Exception. Notwithstanding the foregoing or anything else in this Agreement to the contrary, at or prior to Closing, Seller shall cause to be removed and satisfied of record any and all Monetary Liens. Not later than five (5) business days after receipt to respond to such on behalf of an Updated Title Objection Notice, the applicable Seller may give written notice Entity (an a “Updated Title Response”) to Purchaser informing Purchaser of Seller's election with respect to (and the Material New Exception. If Seller fails to give an Updated Title Response on or before such date and time, Seller Closing Date shall be deemed extended as necessary to have elected not allow for Seller Contract Agent to attempt respond to cure any of the Material New Exceptions (other than Monetary LiensPurchaser’s notice, if at all). If Seller elects to attempt to cure any Material New Exceptions (or is obligated to cure any Monetary Liens), then Seller shall use commercially reasonable efforts to attempt to cure the same in accordance with this Agreement and shall be entitled to one or more reasonable extensions of the Closing of up to, but not beyond, the thirtieth (30th) day following the date for Closing set forth in Section 8 hereof to attempt such cure, but Seller shall not be obligated to expend any sums (other than with respect to Monetary Liens), commence any suits or take any other action in order to effect the same. If Seller Contract Agent elects not to cure (or is deemed fails to have elected not to cureprovide a Title Response within five (5) business days) any Material New Exception exceptions to title set forth in a Title Objection Notice or if, after electing to attempt to cure, Seller Contract Agent determines that it is unwilling or unable, after using commercially reasonable efforts, unable to remove, satisfy or otherwise cure any such Material New Exception exceptions (other than removal of Monetary Liens) and Seller Contract Agent notifies Purchaser of such, then, in any such event, Seller shall not be in default of this Agreement and Purchaser's ’s sole remedy hereunder in any such event shall be either: (i) to accept title to the applicable Property subject to such Material New Exceptions exceptions as if Purchaser had not objected thereto and without reduction of the Purchase Price and such Material New Exceptions (other than Monetary Liens) uncured exception shall be deemed Permitted Exceptions hereunder, or (ii) to terminate this Agreement in accordance with this Section 4(e)as to all Properties, in which event all of whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent (or, if the Xxxxxxx Money has already been disbursed to Seller in accordance with this Agreement, by Seller) to Purchaser andand neither party hereto shall have any further rights, upon the return and delivery of the Xxxxxxx Money to Purchaser, Purchaser and Seller shall be released from any and all obligations and or liabilities hereunder except to the other under this Agreement other than extent that any provision that right, obligation or liability set forth herein expressly survives the termination of this Agreement (provided, however, if any such Material New Exception arises as a result of a Seller default under this Agreement, then Purchaser shall have all rights and remedies provided to Purchaser under Section 16(a) of this Agreement for a Seller default). To terminate this Agreement pursuant to this Section 4(e)2.5, Purchaser must give written notice to Seller Contract Agent of its election to terminate this Agreement not later than: than (i) five (5) business days after Purchaser’s receipt of an Updated a Title Response from that states Seller giving Purchaser notice of Seller’s election elects not to cure any such Material New Exception if, in fact, Seller gives any such Updated Title Response (and, if necessary, the Closing Date shall be extended up attempt to the end of such five (5) business days to allow for Purchaser to respond to any such notice from Seller)cure, (ii) five (5) business days after Seller is otherwise deemed to have elected not to cure any such Material New Exception (and, if necessary, the Closing Date shall be extended up to the end of such five (5) business days to allow for Purchaser to respond to any such deemed election elect not to cure), (iii) five (5) business days after Purchaser’s receipt of written notice from Seller (any such notice being referred to herein as an “Update to Updated Title Response”) that, having previously elected, pursuant to its initial Updated Title Response, elected to attempt to cure any Material New Exceptions (not including Monetary Liens)cure, that Seller it is unable or unwillingunwilling to do so, after using commercially or (iv) at Closing if Seller fails to cure any items Seller has elected to cure. If Purchaser fails to give timely notice of its election to terminate for any reason whatsoever, such exception shall be deemed to be a Permitted Exception. As used herein, a “Material Exception” shall be: (a) any right or claim of a third party to fee title to a Property, (b) any lien against the Property not otherwise permitted hereunder, (c) any Monetary Lien, (d) any litigation matter encumbering a Property, (e) any liens or encumbrances caused by a Seller Entity and not otherwise expressly permitted hereunder, (f) any condition with respect to a Property which constitutes a violation of applicable law, or (g) any other matter not otherwise permitted under this Agreement which, in Purchaser’s reasonable effortsdetermination, would materially and adversely interfere with the continued use and operation of the Property as the same is currently used and operated. Notwithstanding anything to the contrary herein, each Seller Entity shall be permitted in its sole discretion and without any notification to Purchaser, to do so (andmodify any Monetary Liens at any time prior to the Closing, if necessaryprovided that such Monetary Liens, the Closing Date as modified, shall be extended up to the end of such five (5) business days to allow for Purchaser to respond to any such notice from Seller), orremoved or insured over as provided in Section 2.3.5.

Amendments to Title Commitment. All exceptions to title other than Monetary Liens and Material New Exceptions (as hereinafter defined) first raised by the Title Company in any updates or amendments to the Title Commitment issued after the original “effective date” of the Title Commitment shall be Permitted Exceptions (any such updates or amendments to the Title Commitment being referred to herein as an “Updated Title Commitment”). Purchaser shall have the right up and until Closing to object to any Material New Exceptions first raised by the Title Company in any Updated Title Commitment (even if such Updated Title Commitment is issued after the end of the Title Objection Deadline) by giving written notice (an “Updated Title Objection Notice”) to Seller of the Material New Exceptions to which Purchaser is objecting within three (3) business days after the issuance of any such Updated Title Commitment (or the Closing Date, whichever is earlier). If Purchaser does not object to any Material New Exceptions first raised in an Updated Title Commitment by giving timely written notice as herein provided, such Material New Exception (other than Monetary Liens) shall be deemed a Permitted Exception. In the event Purchaser gives timely written notice of objection to any Material New Exception as herein provided, Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure the Material New Exception. Notwithstanding the foregoing or anything else in this Agreement to the contrary, at or prior to Closing, Seller shall cause to be removed and satisfied of record any and all Monetary Liens. Not later than five (5) days after receipt of an Updated Title Objection Notice, Seller may give written notice (an “Updated Title Response”) to Purchaser informing Purchaser of Seller's election with respect to the Material New Exception. If Seller fails to give an Updated Title Response on or before such date and time, Seller shall be deemed to have elected not to attempt to cure any of the Material New Exceptions (other than Monetary Liens). If Seller elects to attempt to cure any Material New Exceptions (or is obligated to cure any Monetary Liens), then Seller shall use commercially reasonable efforts to attempt to cure the same in accordance with this Agreement and shall be entitled to one or more reasonable extensions of the Closing of up to, but not beyond, the thirtieth (30th) day following the date for Closing set forth in Section 8 hereof to attempt such cure, but Seller shall not be obligated to expend any sums (other than with respect to Monetary Liens), commence any suits or take any other action in order to effect the same. If Seller elects not to cure (or is deemed to have elected not to cure) any Material New Exception or if, after electing to attempt to cure, Seller determines that it is unwilling or unable, after using commercially reasonable efforts, to remove, satisfy or otherwise cure any such Material New Exception (other than removal of Monetary Liens) and Seller notifies Purchaser of such, then, in any such event, Seller shall not be in default of this Agreement and Purchaser's sole remedy hereunder in any such event shall be either: (i) to accept title to the Property subject to such Material New Exceptions as if Purchaser had not objected thereto and without reduction of the Purchase Price and such Material New Exceptions (other than Monetary Liens) shall be deemed Permitted Exceptions hereunder, or (ii) to terminate this Agreement in accordance with this Section 4(e), in which event all of the Xxxxxxx Money shall be immediately returned by Escrow Agent (or, if the Xxxxxxx Money has already been disbursed to Seller in accordance with this Agreement, by Seller) to Purchaser and, upon the return and delivery of the Xxxxxxx Money to Purchaser, Purchaser and Seller shall be released from any and all obligations and liabilities to the other under this Agreement other than any provision that expressly survives the termination of this Agreement (provided, however, if any such Material New Exception arises as a result of a Seller default under this Agreement, then Purchaser shall have all rights and remedies provided to Purchaser under Section 16(a) of this Agreement for a Seller default). To terminate this Agreement pursuant to this Section 4(e), Purchaser must give written notice to Seller of its election to terminate this Agreement not later than: (i) five (5) business days after Purchaser’s receipt of an Updated Title Response from Seller giving Purchaser notice of Seller’s election not to cure any such Material New Exception if, in fact, Seller gives any such Updated Title Response (and, if necessary, the Closing Date shall be extended up to the end of such five (5) business days to allow for Purchaser to respond to any such notice from Seller), (ii) five (5) business days after Seller is otherwise deemed to have elected not to cure any such Material New Exception (and, if necessary, the Closing Date shall be extended up to the end of such five (5) business days to allow for Purchaser to respond to any such deemed election not to cure), (iii) five (5) business days after Purchaser’s receipt of written notice from Seller (any such notice being referred to herein as an “Update to Updated Title Response”) that, having previously elected, pursuant to its initial Updated Title Response, to attempt to cure any Material New Exceptions (not including Monetary Liens), that Seller is unable or unwilling, after using commercially reasonable efforts, to do so (and, if necessary, the Closing Date shall be extended up to the end of such five (5) business days to allow for Purchaser to respond to any such notice from Seller), oror (iv) at Closing if Seller fails to cure any Material New Exception that Seller has elected to cure in its initial Updated Title Response and does not provide an Update to Updated Title Response regarding same to Purchaser prior to Closing. If Purchaser fails to so terminate this Agreement in accordance with this Section 4(e), then Purchaser shall be deemed to have elected to accept title to the Property subject to such Material New Exceptions (other than Monetary Liens) as if Purchaser had not objected thereto and without reduction of the Purchase Price and such Material New Exceptions (other than Monetary Liens) shall be deemed Permitted Exceptions hereunder. As used herein, a “Material New Exception” shall be any right or claim of a third party to a monetary interest in or fee title to the Property, any lien against the Property not otherwise permitted hereunder or any other matter not otherwise permitted under this Agreement which would (i) materially and adversely interfere with or otherwise prohibit the continued use and operation of the Property as the same is currently used and operated, (ii) materially and adversely interfere with or otherwise prohibit Purchaser’s Intended Use of the Property and/or (ii) make or otherwise render title to the Property unmarketable and/or uninsurable (at standard premium rates). Notwithstanding anything to the contrary herein, Seller shall be permitted in its sole discretion and without any notification to Purchaser, to modify any Monetary Liens at any time prior to the Closing, provided that such Monetary Liens, as modified, shall be removed and satisfied of record on or before Closing at Seller’s sole cost and expenses as provided in this Section 4.