Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.), Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Approval of Title. Promptly after The SHR Parties shall on or before March 1, 2011 (the Effective Date“Title Review Period”), Seller shall request notify Hotel Sellers of any matters shown on the Surveys or identified in the Title Documents that the Title Company deliver SHR Parties are, in their reasonable judgment, unwilling to Buyer a Preliminary Title Report with links accept (collectively, the “SHR Parties’ Objections”). For avoidance of doubt, Hotel Sellers shall not be obligated to incur any expenses or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior liability to the end cure any of the Due Diligence Period, Buyer SHR Parties’ Objections in Hotel Sellers’ sole and absolute discretion.
3.2.2.1 Hotel Sellers shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days notify the SHR Parties within five days after receipt of Buyer’s objections notice of the SHR Parties’ Objections whether Hotel Sellers, in their sole discretion agree to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions cure any of the SHR Parties’ Objections on or before the Closing Date; . In the event Hotel Sellers are unable or (B) written notice that Seller elects not unwilling to cause cure such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to SHR Parties’ Objections by the Closing Date, and Buyer is unwilling to take title subject theretothe SHR Parties shall, Buyer shall have on the right to Closing Date, elect (1) waive such SHR Parties’ Objections without any abatement in the Hotels Purchase Price, or (2) to terminate this Agreement in which case the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement.
3.2.2.2 Except as otherwise provided herein, Hotel Sellers shall not, after the date of this Agreement, voluntarily subject the Hotel Properties to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes without the SHR Parties’ prior written consent, which consent shall not be unreasonably withheld or delayed. If, after the expiration of the Title Review Period, the SHR Parties discover any title matter of record that is not disclosed in the Title Documents or the Survey provided to the SHR Parties and Section 14(ais not otherwise permitted under the terms of this Agreement (“New Title Matter”), and if the SHR Parties object to the New Title Matter and Hotel Sellers are unable or elect not to remove such New Title Matter on or prior to the Closing, the SHR Parties shall have the option within five days after receipt of notice of such New Title Matter (1) to waive such title matter without any abatement in the Purchase Price, in which event, such New Title Matter shall applybecome a Permitted Exception (as defined below), or (2) to terminate this Agreement in which case the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Notwithstanding the foregoing, Buyer shall be deemed to have objected if Seller has voluntarily subjected the Hotel Properties to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions New Title Matter to which the Property is subject. Seller hereby agrees SHR Parties object and which Hotel Sellers are unable or elect not to remove at on or before prior to Closing, and if the Closing and SHR Parties choose to terminate this Agreement, the Hotel Sellers shall cause reimburse the Property SHR Parties for their actual out-of-pocket costs incurred with respect to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionTransactions.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Strategic Hotels & Resorts, Inc), Purchase and Sale Agreement (Woodbridge CO LTD)
Approval of Title. Promptly (a) Purchaser has approved all title exceptions and survey matters set forth on Schedule 2.4(a) attached hereto.
(b) Purchaser shall have five (5) business days after the Effective Date, Seller shall request that the receipt of a Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to titleUpdate, if any, will be accepted by Buyerto notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have three the right, but not the obligation, to cure such objections. Within five (35) Business Days business days after receipt of BuyerPurchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to give effect a cure of those objections which it elected to Buyerattempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) written Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will remove not effect a cure thereof, then, in any such objectionable exceptions on event, Purchaser shall, within five (5) days after such notice has been given (or before within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the Closing Date; conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (Bii) written notice that Seller elects not to cause such exceptions to be removedof the immediately preceding sentence. SellerPurchaser’s failure to give notice to Buyer notify Seller of termination of this Agreement within the three such five (35) Business Day business day period shall be deemed to be Seller’s an irrevocable election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as above to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end accept conveyance of the Due Diligence PeriodProperty without reduction of the Purchase Price.
(c) Unless expressly agreed to by Seller, Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to elect cure any title matter objected to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall applyby Purchaser. Notwithstanding the foregoingforegoing sentence, Buyer shall be deemed to have objected to if any lien encumbering exceptions on the Property that secures Title Report or any of the payment objections set forth in a written notice from Purchaser consist of moneydelinquent taxes, such as mechanic’s mortgages, deeds of trust, security agreements, construction or mechanics’ liens, materialmen’s liens, delinquent tax liens and judgment liens, and the or other liens or charges in a fixed sum (or capable of deeds of trust and mortgages computation as a fixed sum) (collectively, “Monetary LiensEncumbrances”), unless Buyer otherwise notifies then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in writing. connection with paying and/or discharging all such Monetary Liens Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not include non-delinquent assessments apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused created by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Morgans Hotel Group Co.), Purchase and Sale Agreement (Pebblebrook Hotel Trust)
Approval of Title. Promptly No later than five (5) days after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, removed to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s mechanics’ liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property Property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including subject in the case of the lien in favor of the Existing Lender, to the satisfaction of the Buyer Closing Condition and Seller Closing Condition premised on the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Approval of Title. Promptly after (a) Except for Monetary Encumbrances and as reflected in the Effective Datepro forma policy attached hereto as Exhibit I, Seller shall request that Purchaser has approved all matters disclosed by the Title Company deliver to Buyer Report and the Survey.
(b) Purchaser shall have five (5) business days after receipt of a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to titleUpdate, if any, will be accepted by Buyerto notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) business days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have three the right, but not the obligation (3other than as explicitly set forth in this Agreement with respect to Monetary Encumbrances and certain other objections), to cure such objections. Within five (5) Business Days business days after receipt of BuyerPurchaser’s notice of objections (or, if sooner, two (2) business days prior Closing), Seller shall notify Purchaser in writing whether Seller elects to give attempt to Buyercure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed thirty (30) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (for any reason or no reason) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, (x) this Agreement shall terminate, (y) the Xxxxxxx Money shall be returned to Purchaser, and (z) thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement If: (A) written Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will remove such objectionable exceptions on or before the Closing Date; not effect a cure thereof or (BD) written Seller fails to timely cure any such title objection, then, in any such event, Purchaser shall, within five (5) business days after such notice that has been given (or within five (5) business days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller elects not in writing whether Purchaser shall elect to cause such exceptions accept the conveyance under clause (i) of the immediately preceding sentence or to be removedterminate this Agreement under clause (ii) of the immediately preceding sentence. SellerPurchaser’s failure to give notice to Buyer notify Seller of termination of this Agreement within the three such five (35) Business Day business day period shall be deemed to be Seller’s an irrevocable election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B)ii) above to terminate this Agreement and, Buyer in such event, (1) this Agreement shall have until terminate, (2) the later of (i) three Xxxxxxx Money shall be returned to Purchaser, and (3) Business Days after receipt thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails any time period contained in this Section 2.3(b) would end after the Outside Closing Date, same shall be automatically adjourned to give Seller notice of its election on or before the business day immediately after the expiration of such time period, Buyer .
(c) In no event and under no circumstances shall be deemed Seller have any responsibility or obligation of any kind or nature whatsoever (express or implied) to have elected cure any title matter objected to terminate by Purchaser other than as set forth in this Section 2.3(c). Notwithstanding the foregoing sentence or anything else to the contrary contained in this Agreement. If Seller gives , if any of the objections set forth in a written notice pursuant to clause from Purchaser (A) and fails to remove any such objectionable exceptions from title prior to the Closing Dateconsist of delinquent taxes, and Buyer is unwilling to take title subject theretomortgages, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoingdeeds of trust, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of moneysecurity agreements, such as mechanic’s construction or mechanics’ liens, materialmen’s liensfines arising from outstanding violations, delinquent tax liens and judgment liensor other liens or charges in a fixed sum (or capable of computation as a fixed sum), and the liens of deeds of trust and mortgages or (B) were caused, assumed, consented to or created by Seller (collectively, “Monetary LiensEncumbrances”), unless Buyer otherwise notifies then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over in a manner reasonably satisfactory to Purchaser) such Monetary Encumbrances without limitation as to the cost thereof. Seller shall use its commercially reasonable efforts to cure any title matter objected to by Purchaser other than Monetary Encumbrances, provided that Seller’s obligation to incur costs and expenses in connection with paying and/or discharging any such title objections other than Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate. Notwithstanding anything to the contrary contained herein, if Seller does not pay or discharge (i) a Monetary Encumbrance, Purchaser can elect to either consummate the transactions contemplated hereby and receive a credit to the Purchase Price in the amount required to remove, release and satisfy in full such Monetary Encumbrance or terminate this Agreement (in which event this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser) or (ii) a title matter other than a Monetary Encumbrance, Purchaser can elect to either consummate the transactions contemplated hereby (in which event it will receive a credit to the Purchase Price in the amount required to remove, release or satisfy in full such title matter, such credit not to exceed $250,000 less the aggregate amount theretofore expended by Seller to discharge title matters other than Monetary Encumbrances) or terminate this Agreement (in which event this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser).
(d) If Purchaser terminates this Agreement pursuant to this Section 2.3 by reason of (x) a Title Objection that related to a matter that first arose after the Effective Date by reason of an action by Seller in writing. violation of this Agreement or (y) a Monetary Liens Encumbrance that Seller fails to discharge in accordance with Section 2.3(c), then Purchaser shall not include non-delinquent assessments or bond amounts encumbering be reimbursed by Seller for all of Purchaser’s documented third party costs incurred in connection with the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused transactions contemplated by Sellerthis Agreement, including the lien negotiation of this Agreement, in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness aggregate amount not to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionexceed $250,000.00.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Morgans Hotel Group Co.)
Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior Prior to the end of the Due Diligence PeriodApproval Date, Buyer shall advise Seller Transferors what exceptions to title, if any, will not be accepted by Buyer. Seller Transferors shall be obligated to remove any objectionable exception which can be removed with the payment of a liquidated sum of money. Transferors' failure to cure any such monetary objection shall constitute a breach of Transferors' obligations under this Section 4(e) and shall entitle Buyer to the remedies set forth in the Guaranty Agreement. With respect to any objectionable exception which cannot be removed with the payment of a liquidated sum of money, Transferors shall have three fifteen (315) Business Days business days after receipt of Buyer’s 's objections to give to Buyer: (A) written notice that Seller Transferors will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects Transferors elect not to cause such exceptions to be removed. Seller’s Transferors' failure to give notice to Buyer within the three fifteen (315) Business Day business day period shall be deemed to be Seller’s Transferors' election not to cause such exceptions to be removed. If Seller gives Transferors give Buyer notice or is are otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of ten (i10) three (3) Business Days business days after receipt of Seller’s Transferors' actual or deemed notice as to Seller’s Transferors' unwillingness to cause such exceptions to be removedremoved to elect (i) to proceed to close the transaction as set forth in this Agreement, or (ii) to proceed to close the end transaction without purchasing any Property that is subject, as of the Due Diligence PeriodClosing Date, to elect any uncured objectionable non-monetary exception that materially and negatively impairs the Property ("Impaired Property"), in which event the Consideration will be reduced by the Allocated Price of such Impaired Property, or (iii) to proceed with the transaction or terminate this AgreementAgreement pursuant to Section 13(a). If Buyer fails to give Seller Transferors notice of its election on or before the expiration of such ten (10) business day period, Buyer shall be deemed to have elected to proceed to close the transaction without purchasing the Impaired Property and for the appropriately reduced Consideration, and to have waived any right to terminate this AgreementAgreement under this provision. If Seller gives Transferors give notice pursuant to clause (A) and fails fail to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling Date despite Transferors good faith efforts to take title subject theretothe contrary, Buyer shall have the right to elect to terminate this Agreement same rights and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages options set forth in (collectively, “Monetary Liens”i), unless Buyer otherwise notifies Seller (ii) and (iii) above in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionthis Section 4(e).
Appears in 1 contract
Samples: Purchase Agreement (Westdale Properties America I LTD)
Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Approval of Title. Promptly (a) Buyer shall have reviewed and approved, within the time period and in the manner provided below, the PTR, including copies of all documents referred to in the PTR (other than encumbrances to be discharged by Seller on or before Closing).
(b) Seller shall cause the PTR and all supporting materials, including copies of all documents referred to in the PTR, and an ALTA survey of the Real Property dated within forty (45) days prior to Closing (the "SURVEY"), to be delivered to Buyer by 4:00 p.m., Pacific time, on or before the 10th Business Day after the Effective Date. By 4:00 p.m., Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence PeriodPacific time, on April 21, 1997, Buyer shall advise notify Seller what and Escrow Holder in writing which exceptions to titletitle shown in the PTR, if any, will not be accepted by Buyer. Seller shall have three Buyer and those matters disclosed by the Survey, if any, which will not be accepted by Buyer (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before collectively, the Closing Date"DISAPPROVED TITLE MATTERS"); or (B) written notice that Seller elects not to cause such all other matters and exceptions to be removed. Seller’s failure to give notice to Buyer within title shown in the three (3) Business Day period PTR and conditions disclosed by the Survey shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreementapproved by Buyer. If Buyer fails to give notify Seller notice and Escrow Holder within the required time period of its election on or before the expiration of such periodany Disapproved Title Matters, Buyer shall be deemed to have elected approved the condition to terminate this Agreementthe Real Property as to such title and survey matters. If Buyer notifies Seller gives notice pursuant of any Disapproved Title Matters, Seller shall have until 4:00 p.m., Pacific time, on April 28, 1997, to clause notify Buyer and Escrow Holder in writing that:
(i) Seller shall use its reasonable efforts to either (A) cause any Disapproved Title Matters to be removed by the Closing, or (B) obtain, at Seller's expense, an endorsement or other curative effect acceptable to Buyer in Buyer's sole and fails to remove any such objectionable exceptions from title prior to absolute discretion (in which case, Seller may extend the Closing DateDate for such period as shall be required to effect such cure, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(abut not beyond ten (10) shall applycalendar days). Notwithstanding the foregoing, however, Seller shall not be obligated to pay an amount in excess of $10,000.00 for the removal of any Disapproved Title Matters; or
(ii) Seller elects not to cause any such Disapproved Title Matters to be removed.
(c) If Seller gives Buyer and Escrow Holder notice under subsection (b)(ii) above, Buyer shall be deemed have until 4:00 p.m., Pacific time, on May 2, 1997, to have objected notify Seller and Escrow Holder that (i) Buyer revokes its disapproval of such exceptions(s) and matters, and will proceed with the purchase without any reduction in the Purchase Price and take title to any lien encumbering the Property that secures the payment of money, subject to such as mechanic’s liens, materialmen’s liens, delinquent tax liens exception(s) and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessmentsmatters, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. (ii) Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionwill terminate this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pan Pacific Retail Properties Inc)
Approval of Title. Promptly (a) The Company shall have reviewed and approved, within the time period and in the manner provided below, the PTR, including copies of all documents referred to in the PTR (other than encumbrances to be discharged by Contributors on or before Closing).
(b) Contributors shall cause the PTR and all supporting materials, including copies of all documents referred to in the PTR to be delivered to the Company by 4:00 p.m., Pacific time, on or before the third (3rd) Business Day after the Effective Date, Seller shall request that Date (the Title Company deliver to Buyer a Preliminary Title Report with links to "TITLE DELIVERY DATE"). On or copies of any underlying exceptions or documents referenced therein. No later than six before the seventh (67th) Business Days prior Day from and after delivery to the end Company of the Due Diligence PeriodPTR and all supporting materials, Buyer the Company shall advise Seller what notify Contributors and Escrow Holder in writing which exceptions to titletitle shown in the PTR, if any, will not be accepted by Buyerthe Company (collectively, the "DISAPPROVED TITLE MATTERS"); all other matters and exceptions to title shown in the PTR shall be deemed approved by the Company. Seller If the Company fails to notify Contributors and Escrow Holder within the required time period of any Disapproved Title Matters, the Company shall be deemed to have disapproved the condition to the Real Property as to such title and survey matters. If the Company notifies Contributors of any Disapproved Title Matters, Contributors shall have three until 5:00 p.m., Pacific time, on the second (32nd) Business Days Day after Contributors' receipt of Buyer’s objections such notice to give notify the Company and Escrow Holder in writing that:
(i) Contributors shall use their reasonable efforts to Buyer: either (A) written notice that Seller will remove such objectionable exceptions on or before cause any Disapproved Title Matters to be removed by the Closing Date; Closing, or (B) written notice that Seller elects obtain, at Contributors' expense, an endorsement or other curative effect acceptable to the Company in the Company's sole and absolute discretion; or
(ii) Contributors elect not to cause any such exceptions Disapproved Title Matters to be removed. Seller’s failure to .
(c) If Contributors give the Company and Escrow Holder notice to Buyer within under subsection (b)(ii) above, the three Company shall have until 5:00 p.m., Pacific time, on the third (33rd) Business Day period shall be deemed after the Company's receipt of such notice to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of notify Contributors and Escrow Holder that (i) three (3the Company revokes its disapproval of such exceptions(s) Business Days after receipt of Seller’s actual or deemed notice as and will proceed with the purchase without any reduction in the Purchase Price and take title to Seller’s unwillingness the Property subject to cause such exceptions to be removedexception(s), or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or Company will terminate this Agreement, in which case the terms and provisions of Section 12.17. If Buyer fails The foregoing procedure shall also be applicable to give Seller notice of its election on any new matters which are disclosed in any updates, supplements or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior amendment to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments PTR or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionSurvey.
Appears in 1 contract
Samples: Contribution Agreement (Pan Pacific Retail Properties Inc)
Approval of Title. Promptly Substantially concurrent with the execution of this Agreement, the Title Company shall prepare and promptly deliver to Buyer title commitments with respect to each Individual Property, together with copies of all recorded instruments specified therein (individually a “Title Commitment” and collectively, the “Title Commitments”). Buyer may at its sole cost and expense order an updated ALTA/NSPS current survey of each Individual Property (individually a “Survey” and collectively, the “New Surveys”). Buyer hereby acknowledges receipt of the Title Commitments and the existing as built surveys (collectively, the “Existing Surveys”) of the Property. Not later than fifteen (15) days after the Effective Date, Buyer shall notify Seller shall request that the and Title Company deliver to Buyer a Preliminary in writing (“Buyer’s Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6Notice”) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s approval of all matters contained or referenced in the Title Commitments, the Existing Surveys and/or the New Surveys or of any objections Buyer may have to give to Buyer: (A) written notice that Seller will remove such objectionable title exceptions on or before other matters contained in the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removedTitle Commitments, or the Existing Surveys and/or the New Surveys (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement“Disapproved Title Matters”). If Buyer fails to give Seller notice timely deliver Buyer’s Title Notice either approving of its election on the condition of title or before the expiration of such periodidentifying certain Disapproved Title Matters, Buyer shall be deemed to have elected approved of the condition of title to terminate this Agreementthe Real Property as disclosed by the Title Commitments. If Buyer timely delivers Buyer’s Title Notice objecting to certain Disapproved Title Matters, Seller shall have five (5) business days to deliver a written response as to whether Seller will cure and/or remove some or all of the Disapproved Title Matters (“Seller’s Title Response”). If Seller gives notice pursuant to clause (A) and fails to timely deliver Seller’s Title Response, it will be conclusively presumed that Seller elects to cure and/or remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, all Disapproved Title Matters. Buyer shall have the right five (5) business days after delivery of Seller’s Title Response, if Seller delivers a Seller’s Title Response, to elect provide written notice to Seller electing to either (1) accept Seller’s Title Response; or (2) terminate this Agreement and Section 14(areceive a full return of the Deposit (less the Non-Refundable Portion which shall be paid to Seller, unless Buyer’s termination relates to Seller’s unwillingness to cure a Mandatory Cure Item), after which the parties shall have no further obligations to each other (except for those obligations hereunder which survive termination) shall apply(“Buyer’s Title Response”). Notwithstanding the foregoingIf Buyer fails to deliver Buyer’s Title Response, Buyer shall will be deemed to have objected accepted Seller’s Title Response. From and after the date that Buyer delivers Buyer’s Title Notice, upon the issuance of any amendment or supplement to any Title Commitment which adds additional exceptions to the Title Commitment and Buyer’s receipt of any New Survey, the foregoing right of review and approval shall also apply to said amendment, supplement or New Survey, provided, however, that Buyer’s period of review and approval or disapproval of any such additional exceptions (and consequently, Buyer’s waiver of objection or election to terminate, as applicable) shall be limited to the date that is five (5) business days following receipt of notice of such additional exceptions or New Survey and all underlying documents pertaining thereto (provided further that said additional review period shall be inapplicable to any exceptions or matters which are shown on the Existing Survey or otherwise noted by Title Company based upon Title Company’s review of any New Survey received by Buyer prior to Buyer’s delivery of Buyer’s Title Notice). All title and survey matters that are either affirmatively approved by Buyer or deemed approved by Buyer in accordance with this Section 3.3, together with the Assumable Loans, shall be collectively referred to in this Agreement as the “Permitted Exceptions”. Notwithstanding anything to the contrary set forth in this Agreement, Seller agrees, at or prior to Closing, (i) to cause the Title Company to delete from each Title Policy any exception for real estate taxes and assessments due and payable for any period prior to Closing, (ii) except for the Assumable Loans, remove any lien encumbering in a liquidated amount created by the acts or omissions of Seller against all or any part of the Real Property including, without limitation, any mortgage (other than payment of the Defeasance/Prepayment Costs, which shall be paid by Buyer), mechanics’, or similar lien or encumbrance that secures can be satisfied and discharged with the payment of a specified amount of money, such as mechanic(iii) to cause the Title Company to delete from each Title Policy the standard preprinted exceptions that are typically omitted from an owner’s lienstitle policy where the Real Property is located, materialmen’s liens(iv) remove any items filed by Seller after the effective date of a Title Commitment, delinquent tax liens and judgment liensexcept to the extent approved by Buyer in writing, and (v) either (I) convey to Buyer fee simple title that is insurable by the liens of deeds of trust and mortgages Title Company to that certain real property identified as “Except Parcel IV” as shown on the Existing Survey for the Hartshire Property (collectively, “Monetary LiensExcept Parcel IV”), unless Buyer otherwise notifies Seller together with all improvements thereon and all appurtenances, streets, alleys, easements, rights-of-way in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering to all streets or other interests in, on, across, in front of, abutting, or adjoining such real property, (II) provide written confirmation from the property Town of Bargersville that the Town of Bargersville owns fee simple title to Except Parcel IV and reflected in publicly maintains Hartshire East Drive as shown on the tax bills Existing Survey for the Hartshire Property, non-delinquent property taxes or assessments(III) provide other evidence reasonably satisfactory to Buyer confirming that Buyer shall have dedicated access to the Hartshire Property via Hartshire East Drive (items (i) through (v) being collectively referred to herein as the “Mandatory Cure Items”). In no event shall any Mandatory Cure Item be considered a Permitted Exception for the purposes set forth in this Agreement. Except with respect to any amendment or supplement to any Title Commitment which adds additional exceptions to the Title Commitment as set forth above, in no event shall the timeframes for notification and response under this Section 3.3 extend beyond the Due Diligence Period, it being agreed that Buyer shall either be satisfied with the Title Commitments, Existing Surveys and/or New Surveys, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionit will terminate this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Independence Realty Trust, Inc.)
Approval of Title. Promptly (a) The Company shall have reviewed and approved, within the time period and in the manner provided below, the PTR, including copies of all documents referred to in the PTR (other than encumbrances to be discharged by Contributors on or before Closing).
(b) Contributors shall cause the PTR and all supporting materials, including copies of all documents referred to in the PTR to be delivered to the Company by 4:00 p.m., Pacific time, on or before the third (3rd) Business Day after the Effective Date, Seller shall request that Date (the Title Company deliver to Buyer a Preliminary Title Report with links to "TITLE DELIVERY DATE"). On or copies of any underlying exceptions or documents referenced therein. No later than six before the seventh (67th) Business Days prior Day from and after delivery to the end Company of the Due Diligence PeriodPTR and all supporting materials, Buyer the Company shall advise Seller what notify Contributors and Escrow Holder in writing which exceptions to titletitle shown in the PTR, if any, will not be accepted by Buyerthe Company (collectively, the "DISAPPROVED TITLE MATTERS"); all other matters and exceptions to title shown in the PTR shall be deemed approved by the Company. Seller If the Company fails to notify Contributors and Escrow Holder within the required time period of any Disapproved Title Matters, the Company shall be deemed to have disapproved the condition to the Real Property as to such title and survey matters. If the Company notifies Contributors of any Disapproved Title Matters, Contributors shall have three until 5:00 p.m., Pacific time, on the second (32nd) Business Days Day after Contributors' receipt of Buyer’s objections such notice to give notify the Company and Escrow Holder in writing that:
(i) Contributors shall use their reasonable efforts to Buyer: either (A) written notice that Seller will remove such objectionable exceptions on or before cause any Disapproved Title Matters to be removed by the Closing Date; Closing, or (B) written notice that Seller elects obtain, at Contributors' expense, 38 45 an endorsement or other curative effect acceptable to the Company in the Company's sole and absolute discretion; or
(ii) Contributors elect not to cause any such exceptions Disapproved Title Matters to be removed. Seller’s failure to .
(c) If Contributors give the Company and Escrow Holder notice to Buyer within under subsection (b)(ii) above, the three Company shall have until 5:00 p.m., Pacific time, on the third (33rd) Business Day period shall be deemed after the Company's receipt of such notice to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of notify Contributors and Escrow Holder that (i) three (3the Company revokes its disapproval of such exceptions(s) Business Days after receipt of Seller’s actual or deemed notice as and will proceed with the purchase without any reduction in the Purchase Price and take title to Seller’s unwillingness the Property subject to cause such exceptions to be removedexception(s), or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or Company will terminate this Agreement, in which case the terms and provisions of Section 12.17. If Buyer fails The foregoing procedure shall also be applicable to give Seller notice of its election on any new matters which are disclosed in any updates, supplements or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior amendment to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments PTR or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionSurvey.
Appears in 1 contract
Samples: Contribution Agreement (Pan Pacific Retail Properties Inc)
Approval of Title. Promptly after the Effective Date, Seller shall request (a) Purchaser hereby acknowledges and agrees that the Title Company deliver to Buyer a Preliminary Report does not contain any exceptions that would constitute Monetary Encumbrances (defined below), other than the lien of the Mortgage (defined below), the judgments listed on the Title Report, Exception No. 1 in Schedule B-1 of the Title Report with links to or copies of any underlying exceptions or documents referenced thereinand Exception No. No later than six (6) Business Days prior to the end 2 in Schedule B-2 of the Due Diligence Period, Buyer Title Report.
(b) Purchaser shall advise Seller what exceptions to titlehave five (5) business days after receipt of the Title Report and Survey or any Title Update, if any, will to notify Seller, in writing, of such objections as Purchaser may have to any title exception contained in the Title Report or such Title Update which is not a Permitted Exception (a “Title Exception”). Any Title Exceptions set forth in the Title Report or any Title Update which are not objected to by Purchaser within such five (5) business day period shall be accepted by Buyerdeemed ‘Permitted Exceptions” hereunder. In the event Purchaser shall notify Seller, in writing, of any Title Exception shown on a Title Update, Survey or a Title Update, Seller shall have three the right, but not the obligation, except to the extent set forth below, to cure such Title Exception. Within five (35) Business Days business days after receipt of BuyerPurchaser’s objections notice of objections, Seller shall notify Purchaser in writing whether Seller elects to give attempt to Buyer: cure any or all of such Title Exceptions. If Seller elects to attempt to cure, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (A30) written notice that Seller will remove such objectionable exceptions on or before days after the Closing Date; or (B) written notice that . If Seller elects not to cause such exceptions cure any Title Exceptions specified in Purchaser’s notice, or if Seller is unable to effect a cure of those Title Exceptions which it elected to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any Title Exceptions which Seller is unwilling or unable to cure (each of which shall also be deemed to be removedPermitted Exceptions), without reduction of the Purchase Price other than reductions for any Title Exceptions which Seller is obligated to cure as set forth below, by sending written notice thereof to Seller within five (5) business days after receipt of Seller’s notice; or (ii) to terminate this Agreement, and if Purchaser fails to deliver such written notice to Seller accepting all Title Exceptions as provided in clause (i) above, this Agreement shall terminate and the Xxxxxxx Money (to the extent funded by Purchaser pursuant to Section 1.6) shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. SellerIf Seller notifies Purchaser that Seller does not intend to attempt to cure any Title Exception or fails to respond to Purchaser’s notice within said five (5) business day period; or if, having commenced attempts to cure any Title Exception, Seller later notifies Purchaser in writing that Seller will be unable to effect a cure thereof; Purchaser shall, within five (5) business days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) above or to terminate this Agreement under clause (ii) above. Purchaser’s failure to give notice to Buyer notify Seller of its election within the three such five (35) Business Day business day period shall be deemed to be Seller’s an irrevocable election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Notwithstanding any provision of this Agreement to the contrary, in no event shall Seller gives notice pursuant have any obligation to clause (A) and fails cure any Title Exception objected to remove by Purchaser; provided, however, if any such objectionable exceptions from title prior to the Closing DateTitle Exception consists of (I) any mortgages, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust or other security interests for any financing incurred by Seller which is not assumed by Purchaser under this Agreement, (II) taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing; provided, however, that if any such taxes are payable in installments, such obligation shall apply only to the extent such installments would be delinquent if unpaid at Closing, (III) the judgments listed on the Title Report, Exception No. 1 in Schedule B-1 of the Title Report and mortgages Exception No. 2 in Schedule B-2 of the Title Report, or (IV) any other Title Exceptions objected to by Purchaser which may be removed in accordance with its terms by payment of a liquidated amount which in the aggregate do not exceed Seven Hundred Thousand and 00/100 Dollars ($700,000.00) (collectively, “Monetary LiensEncumbrances”), unless Buyer otherwise notifies then, to that extent only, Seller in writing. Monetary Liens shall not include non-delinquent assessments be obligated to pay and discharge (or bond amounts encumbering cause the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions Title Company to which the Property is subject. Seller hereby agrees commit to remove or insure over such Title Exceptions in a manner reasonably acceptable to Purchaser without any additional cost to Purchaser) any such Title Exceptions and Escrow Agent is authorized to pay and discharge at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor such Title Exception out of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionPurchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (LaSalle Hotel Properties)
Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six four (64) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three two (32) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three two (32) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later earlier of (i) three two (32) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s mechanics’ liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property Property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing Closing, and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller or assumed by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later earlier of (i) three (3) Business Days days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s mechanics’ liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering 941120.4 the property Property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including subject in the case of the lien in favor of the Existing Lender, to the Existing Lender’s consent to the release of the Property from the lien. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Approval of Title. Promptly after Within forty-five (45) days following the Effective Date, Seller shall request cause a proforma title commitment written on Commonwealth Land Title Insurance Company to be delivered to Buyer (the "Title Report") together with hard copies of all items shown as conditions or exceptions thereto, and, which Title Report shall commit to insure, at Closing, Buyer's title to the Property in fee simple and Buyer's rights in and to the easements created by the REA, subject only to the Permitted Exceptions. Seller hereby advises Buyer that the matters included on Exhibit "D" attached hereto (the "Title Company deliver to Buyer a Preliminary Schedule") will likely be reflected in the Title Report with links as exceptions and those matters may not be objected to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, by Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period and shall be deemed to be Seller’s election not to cause such exceptions to be removedPermitted Exceptions. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to review Seller's title to the Property and to object to any exception to title (other than those reflected on the Title Schedule) that renders title unmarketable or unusable for Buyer's Contemplated Use and (a) is reflected in the Title Report and disclosed to Seller by Buyer within ten (10) days after its receipt of the Title Report or (b) is otherwise disclosed to Seller by Buyer within ten (10) days after Buyer's first discovering same. If Buyer timely objects to an exception to title, then on or before the earlier of the tenth (10th) day following Buyer's notice of exception or the date for Closing, but in no event prior to October 31, 1996, Seller shall agree to remove the exception by Closing or notify Buyer that it is unwilling or unable to remove the exception prior to Closing. Within ten (10) business days following Buyer's receipt of Seller's notice that it is unable or unwilling to remove an exception to title, Buyer may elect to either (i) terminate this Agreement, whereupon the Deposit shall be returned to Buyer, or (ii) continue this Agreement in effect, in which event Buyer will be deemed to have approved the previously disapproved exception. Seller's failure to provide written notice that it is unwilling or unable to remove an exception within the time allowed for delivery of such notice shall be deemed to evidence the willingness and Section 14(a) ability of Seller to remove the exception prior to Closing. All additional exceptions to title created or discovered by Buyer subsequent to delivery of the Title Report to Buyer shall applybe subject to the ten-day time frames for notice of disapproval by Buyer and removal by Seller as set forth above. All exceptions to title to the Property which do not render title unmarketable or unusable for Buyer's Contemplated Use which either are disclosed by the Title Report or are subsequently discovered by Buyer and, in either such case, to which Buyer does not timely object are referred to herein as the "Permitted Exceptions." Notwithstanding the foregoing, Buyer hereby objects to, and the term "Permitted Exceptions" shall not include, (i) any lien for payment of delinquent real property taxes, (ii) any item listed as a condition under Schedule B-I of the Title Report (excluding items to be deemed to have objected to satisfied by Buyer such as payment or the providing of evidence of its corporate status and/or authority), or any "standard exceptions" reflected on the Title Report or Owners Title Policy described in paragraph 5.1, and (ii) any deed of trust, mortgage, UCC financing statement, mechanic's lien, judgment lien or other lien encumbering the Property. Seller shall convey good and marketable title in fee simple to the Property to Buyer at the Closing, subject only to the Permitted Exceptions. Buyer acknowledges being advised that secures the payment Property and adjacent lands are encumbered by financing presently held by General Motors Acceptance Corporation ("GMAC"). It is a condition to the obligation to close of money, such Buyer under this Agreement that GMAC will have released its existing financing as mechanic’s liens, materialmen’s liens, delinquent tax liens it affects the Property prior to or concurrently with the Closing and judgment liensthat GMAC will have subordinated concurrently with the Closing the lien and effects of its' financing to the easements to be granted in the REA, and Seller's inability to do so regardless of the liens of deeds of trust and mortgages (collectivelyreason therefor, “Monetary Liens”shall be subject to the provisions set forth in Section 6.11(i), unless below. Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering acknowledges being advised of the property Declaration of Restrictive Covenants, item 3 of the Title Schedule (the "Declaration"), which was imposed for the benefit of Kendall Federation of Homeowner Associations, Inc. ("KFHA") and reflected in ties development of the tax bills for Seller's Project, including the Property, non-delinquent property taxes and other lands, to an approved site plan and sets forth limitations on the use and development of the Property, Seller's Project and other lands. Paragraph 4 of the Declaration described in item 3 of the Title Schedule requires the provision of a community meeting area as more particularly provided therein. Notwithstanding the fact that the Declaration is a Permitted Exception that cannot be objected to as a title defect by Buyer, it is a condition to Buyer's obligation to close that Seller shall have been successful in obtaining from KFHA (i) a modification of the afore referenced paragraph of the Declaration to provide that same is inapplicable to the Property; (ii) approval of a revised site plan consistent with Exhibit B or assessmentsF, as applicable (provided that Seller can, in its absolute and sole discretion, make such changes to the Site Plan or non-delinquent duesAlternative Site Plan that are wholly outside the boundaries of Seller's Project so long as no such changes violate any exclusive or restrictive covenant set forth for the benefit of Buyer in the REA, costs Buyer's Supplemental Declaration or assessments under declarationsExhibit "G", reciprocal easementsdescribed below); and (iii) an executed modification of the Declaration (which shall, or other covenantsas a condition to Closing, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to also be delivered free and clear of, Monetary Liens caused executed by Seller) and (unless a substantial compliance determination letter is received from Dade County) an amendment executed by Dade County and Seller, including the lien in favor amending Items No. 2 and 3 of the Existing LenderTitle Schedule to reflect the foregoing, which modification(s) shall specifically provide that same supersedes any conflicting provisions of such Items 2 and 3 of the Title Schedule. Buyer agrees that “removal” any required or desired communications with KFHA, pursuant to the Declaration or otherwise, both before and after Closing, shall be coordinated through Seller. Seller's inability, regardless of an exception the reasons therefor, to obtain the consents and/or amendments required by this paragraph shall include be subject to the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionprovisions set forth in Section 6.11(i), below.
Appears in 1 contract
Samples: Purchase Agreement (Silver Diner Development Inc /Md/)
Approval of Title. Promptly (a) Buyer shall have reviewed and approved, within the time period and in the manner provided below, the PTR, including copies of all documents referred to in the PTR (other than encumbrances to be discharged by Seller on or before Closing).
(b) Seller shall request the Title Company to cause the PTR and legible copies of all supporting materials, including copies of all exception documents referred to in the PTR to be delivered to Buyer by 5:00 p.m., Pacific time, on or before the fifth (5th) Business Day after the Effective Date (the "Title Delivery Date, Seller shall request that "). On or before the Title Company deliver fifth (5th) Business Day from and after delivery to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence PeriodPTR and all supporting materials, Buyer shall advise notify Seller what and Escrow Holder in writing which exceptions to titletitle shown in the PTR, if any, will not be accepted by Buyer. Seller shall have three Buyer (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before collectively, the Closing Date"Disapproved Title Matters"); or (B) written notice that Seller elects not to cause such all other matters and exceptions to be removed. Seller’s failure to give notice to Buyer within title shown in the three (3) Business Day period PTR shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreementapproved by Buyer. If Buyer fails to give notify Seller notice and Escrow Holder within the required time period of its election on or before the expiration of such periodany Disapproved Title Matters, Buyer shall be deemed to have elected approved the condition to the Real Property as to such title matters. If Buyer notifies Seller of any Disapproved Title Matters, Seller shall have until 5:00 p.m., Pacific time, on the fifth (5th) day after Seller's receipt of such notice to notify Buyer and Escrow Holder in writing that:
(i) Seller shall use its reasonable efforts to either (A) cause any Disapproved Title Matters to be removed by the Closing, or (B) obtain, at Seller's expense, an endorsement or other curative effect acceptable to Buyer in Buyer's sole and absolute discretion (in which case, Seller may extend the Closing Date for such period as shall be required to effect such cure, but not beyond ten (10) calendar days); or
(ii) Seller elects not to cause any such Disapproved Title Matters to be removed.
(c) If Seller gives Buyer and Escrow Holder notice under subsection (b)(ii) above, or if Seller gives notice under subsection (b)(ii) above, but later provides notice to Buyer that Seller has been unable to cure or remove the applicable Disapproved Title Matter, then Buyer shall have until 5:00 p.m., Pacific time, on the fifth (5th) Business Day after Buyer's receipt of either such notice to notify Seller and Escrow Holder that (i) Buyer revokes its disapproval of such exceptions(s) and will proceed with the purchase without any reduction in the Purchase Price and take title to the Property subject to such exception(s), or (ii) Buyer will terminate this Agreement. If Seller gives notice pursuant The foregoing procedure shall also be applicable to clause (A) and fails to remove any such objectionable exceptions from title prior new matters which are disclosed in any updates, supplements or amendment to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionPTR.
Appears in 1 contract
Approval of Title. (a) Promptly following execution of this Agreement but in no event later than five (5) days following Opening of Escrow, a preliminary title report shall be issued by Chicago Title Insurance Company (“Title Company”), describing the state of title of the Property, together with legible copies of all exceptions and a map plotting all easements (“Preliminary Title Report”). Within fifteen (15) business days after Xxxxx's receipt of the Effective DatePreliminary Title Report, Buyer shall notify Seller in writing (“Buyer's Title Notice”) of Xxxxx's disapproval of any matters contained in the Preliminary Title Report (“Disapproved Exceptions”).
(b) In the event Buyer delivers Buyer's Title Notice within said period, Seller shall request that the Title Company deliver to Buyer have a Preliminary Title Report with links to or copies period of any underlying exceptions or documents referenced therein. No later than six ten (610) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days days after receipt of Buyer’s objections 's Title Notice in which to give notify Buyer of Seller's election to Buyer: either (Ai) written notice that Seller will agree to attempt to remove such objectionable exceptions on or before the Closing DateDisapproved Exceptions prior to the Close of Escrow; or (Bii) written notice that Seller elects not decline to cause remove any such exceptions to be removed. Disapproved Exceptions (“Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed's Notice”). If Seller gives notifies Buyer notice of its election to decline to remove the Disapproved Exceptions, or if Seller is otherwise deemed unable to have elected to proceed remove the Disapproved Exceptions (other than any obligations of Buyer under clause (BSection 7), Buyer may elect either to terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Exception(s). Buyer shall have until exercise such election by delivery of written notice to Seller and Escrow Holder within five (5) days following the later earlier of (i) three (3the date of written advice from Seller that such Disapproved Exception(s) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to cannot be removed, ; or (ii) the end date Seller declines to remove such Disapproved Exception(s).
(c) Upon the issuance of any amendment or supplement to the Due Diligence PeriodPreliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to elect said amendment or supplement; provided, however, that Buyer's initial period of review and approval or disapproval of any such additional exceptions shall be limited to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller seven (7) days following receipt of notice of its election on or before such additional exceptions.
(d) Nothing to the expiration of such periodcontrary herein withstanding, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have automatically objected to any lien encumbering the Property that secures the payment all leases, deeds of moneytrust, such as mechanic’s mortgages, judgment liens, materialmen’s federal and state income tax liens, delinquent tax liens general and judgment liensspecial real property taxes and assessments and similar monetary encumbrances affecting the Property (excluding any such items caused by Buyer), and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include discharge any such non-delinquent assessments permitted title matter of record prior to or bond amounts encumbering concurrently with the property and reflected Close of Escrow except as otherwise specifically provided in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionthis Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Approval of Title. Promptly after Seller has provided to Buyer a copy of Seller’s existing title policy. Buyer shall cause the Effective DateTitle Agent, Seller shall request that in its capacity as the agent of the Title Company, to prepare a title commitment issued by the Title Company deliver to covering the Property and including endorsements as Buyer a Preliminary may request for the Title Report Policy (the “Commitment”), together with links to or copies of any underlying exceptions or all documents referenced thereinin the Commitment, agreeing to issue to Buyer, upon recording of the Deed, the Title Policy. No later than six (6) Business Days prior Prior to the end of the Due Diligence PeriodApproval Date, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such three (3) Business Day period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a14(b)(i) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including subject in the case of the lien in favor of the Existing Senior Lender, to the Senior Lender’s consent to the release of the Property from the lien. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Approval of Title. Promptly after Donor shall cause Title Company to furnish to Donee, within five (5) business days of the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report and commitment for issuance of an owner’s policy of title insurance covering the Property in an amount equal to the Donation Value, together with links certified copies of all instruments reflected as exceptions therein which may be applicable to or enforceable against the Property. Donee may at its sole option obtain an ALTA Survey of the Property. The ALTA Survey and any surveys of the Property Donor provides to Donee shall be referred to as the “Surveys.” Donee shall complete its review of the Preliminary Report and Surveys before the expiration of the Agreement Inspection Period. Any objections by Xxxxx to any item contained in the Preliminary Report shall be referred to as the “Title Objections.” Any objections by Donee to any item on the Surveys shall be referred to as “Survey Objections.” Donee shall provide Donor with written notice of any Title Objections or Survey Objections within fifteen (15) business days after receipt of the Preliminary Report and copies of any underlying exceptions or all documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller Donor shall have three five (35) Business Days after receipt of Buyer’s objections business days within which to give to Buyer: (A) provide Donee with written notice that Seller will of Xxxxx’s election to remove or cure any such objectionable exceptions on Title Objections or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removedSurvey Objections. SellerDonor’s failure to give notice notify Donee within such five (5) business day period as to Buyer within the three (3) Business Day period any Title Objections or Survey Objections shall be deemed to be Seller’s an election by Donor not to cause such exceptions to be removedremove or cure the same. If Seller gives Buyer notice Donor notifies or is otherwise deemed to have elected to proceed under clause (B)notified Donee that Donor shall not remove or cure any Title Objections or Survey Objections, Buyer shall have until the later of Donee may thereafter elect to: (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, terminate this Donation Agreement; or (ii) provide written waiver of any Title Objections or Survey Objections and proceed to Closing subject to abatement as may be agreed by the end parties in writing. Notwithstanding anything contained herein to the contrary, Donor shall be required to remove any mortgage, deed of trust, mechanic’s lien, delinquent tax lien, judgment lien or other monetary encumbrance or lien shown in the Due Diligence PeriodPreliminary Report as an exception to title not created by Xxxxx, each deemed a Title Objection, no later than the Closing Date and the waiver of claims for damages contained herein shall not apply to elect any claim due to failure to remove such monetary encumbrance or lien. Should Donee proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice purchase of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions Donee may elect to which the Property is subject. Seller hereby agrees to remove have an ALTA extended owner’s policy of title insurance issued at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionClosing.
Appears in 1 contract
Samples: Land Donation Agreement
Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company Closing Attorney deliver to Buyer a Preliminary Title Report or Title Commitment (as applicable in the State in which the Property is located) with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause Purchase and Sale Agreement such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property Property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including subject in the case of the lien in favor of the Existing Lender, to the Existing Lender’s consent to the release of the Property from the lien. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Approval of Title. Promptly after the Effective Datefollowing execution of this Agreement, but in no event later than ten (10) Business Days following Opening of Escrow, Seller shall request that the Title Company deliver to furnish Buyer with a Preliminary Title Report (“PTR”) issued through the Title Company, describing the state of title of the Property, together with links to or copies of all exceptions specified therein and a map plotting all easements specified therein. The Title Company shall be Chicago Title Guaranty Company, 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, (000) 000-0000. The Title Officer shall be Xxx Xxx and Xxxx Xxxxxxxx, who can be contacted at (000) 000-0000, and/or other appropriate personnel of the Title Company authorized and qualified to provide title services. Buyer shall notify Seller in writing (“Buyer’s Title Notice”) of Xxxxx’s approval of all matters contained in the PTR or of any underlying objections Buyer may have to title exceptions or documents referenced therein. No later than six other matters (6“Disapproved Exceptions”) contained in the PTR within ten (10) Business Days of receiving the PTR. If Xxxxx fails to deliver Xxxxx’s Title Notice within said period, Buyer shall be conclusively deemed to have disapproved the PTR and all matters shown therein.
(a) In the event Buyer delivers Buyer’s Title Notice rejecting certain title matters contained in the PTR, or is deemed to have disapproved such matters, Seller shall have a period of five (5) Calendar Days after receipt of Buyer’s Title Notice in which to notify Buyer of Seller’s election to either (i) agree to attempt to remove the Disapproved Exceptions prior to the end Close of Escrow; or (ii) decline to remove any such Disapproved Exceptions (“Seller’s Notice”); provided, however, if the Due Diligence Periodexception was caused by Seller or can be removed by Seller at no or minimal cost, Seller shall remove the Exception. Seller’s failure to deliver Seller’s Notice within said five (5) Calendar Day period shall be deemed Seller’s election to decline to remove the Disapproved Exceptions. If Seller notifies Buyer of its election to decline to remove the Disapproved Exceptions, if Seller is deemed to have elected to decline to remove the Disapproved Exceptions, or if Seller is unable to remove the Disapproved Exceptions, Buyer may elect either to terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Exception(s). Buyer shall advise exercise such election by delivery of written notice to Seller what and Escrow Holder within five (5) Calendar Days following the earlier of (i) the date of written advice from Seller that such Disapproved Exception(s) cannot be removed; or (ii) the date Seller declines or is deemed to have declined to remove such Disapproved Exception(s).
(b) Upon the issuance of any amendment or supplement to the PTR which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer’s initial period of review and approval or disapproval of any such additional exceptions shall be limited to titlefive (5) Calendar Days following receipt of notice of such additional exceptions. Notwithstanding the foregoing, if any, will be accepted by Buyer. Seller Xxxxx’s Title Notice and Review period shall have automatically terminate three (3) Business Days after receipt prior to Close of Escrow and Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice tender Buyer’s Title Notice to Buyer within the three (3) Business Day period Seller shall be deemed to be SellerBuyer’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end automatic and conclusive approval of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionPTR.
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Samples: Purchase and Sale Agreement
