Approval of Title. (a) Buyer has received and reviewed: (i) that certain commitment for title insurance dated July 11, 1997, concerning the Real Property and issued by the Title Company under order number 1700840-20, copies of all documents referred to in the Commitment as encumbering the Real Property, and all title endorsements attached thereto (collectively, the "Commitment"); and (ii) that certain ALTA/ACSM Land Title Survey of the Real Property prepared by Xxxxx & Xxxxxxxx, Inc., as job number 9393, and dated April 5, 1997, (the "Survey"). Buyer has approved the condition of title to (and the Survey of) the Real Property, and shall not object thereto except for: (w) matters first arising after the date of the Commitment; (x) those title exceptions in Schedule B--Section 2 of the Commitment numbered 17 and 19, which Seller shall cause to be omitted from the Owner's Title Policy as title exceptions, and which in the case of exception 17 Buyer agrees will be replaced with a title exception specifying the specific subtenants and other occupants of the Property at the time of Closing; (y) Schedule B--Section 1 of the Commitment; and (z) the first and second paragraphs at the beginning of Schedule B--Section 2 of the Commitment. (b) Buyer shall in no event refuse to accept the following matters of title (each of which shall be deemed a "Permitted Exception" hereunder): (i) applicable zoning and use regulations of any applicable governmental authority; (ii) rights of subtenants under Subleases entered into by Seller or Manager prior to the Effective Date, as tenants only, without any option to purchase or right of first refusal for all or any portion of the Real Property; (iii) rights of Hotel guests as guests only; and (iv) any mechanic's or other liens arising out of buyer's entry on the Property. (c) Prior to the Closing, Seller shall not take any action or commit or suffer any acts which would give rise to a variance from the current legal description of the Real Property, or cause the creation of any exception or encumbrance against or respecting the Real Property, without in each case the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Host Marriott Corp/Md)
Approval of Title. (a) 1. Seller has delivered to Buyer, and Buyer has received and reviewed: (i) that certain commitment for preliminary title insurance report dated July 1116, 1997199[6], concerning the Real Property and Property, issued by the Title Company under order number 1700840no. T-260418-20MW (the "PTR"), including copies of all documents referred to in the Commitment PTR as encumbering the Real Property, and all title endorsements attached thereto (collectively, the "Commitment"); and Property as well as (ii) a copy of that certain ALTA/ACSM Land Title Survey of the Real Property prepared by Xxxxx & Xxxxxxxx, Inc., as job number 9393, Tronoff Associates and dated April 5September 12, 1997, 1996 (the "Survey"), which Seller shall, at Seller's expense, cause to be certified to Buyer (and Buyer's lender, if any) prior to the Closing (provided that any additional survey work required by Buyer or Buyer's lender shall be at the sole cost and expense of Buyer). Buyer has approved the condition of title to the Real Property subject to (i) all matters disclosed on the Survey, and (ii) all matters disclosed in the Survey of) PTR and in all documents referred to in the PTR as encumbering the Real Property; provided, and shall however, that Buyer has not object thereto except for: approved matters shown on the PTR or disclosed on the survey to the extent required to be discharged by Seller on or before the Closing as hereinafter specifically set forth in subparagraph (wb) matters first arising after the date of the Commitment; (x) those title exceptions in Schedule B--this Section 2 of the Commitment numbered 17 and 19, which 6.2.
2. Seller shall cause the matters of title reflected on the PTR as exceptions no. 9 - 12 (inclusive), 16 and 17 to be omitted removed from title or otherwise insured against under the Owner's Title Policy as title exceptions, and which in the case of exception 17 Buyer agrees will be replaced with a title exception specifying the specific subtenants and other occupants of the Property at the time of Closing; (y) Schedule B--Section 1 of the Commitment; and (z) the first and second paragraphs at the beginning of Schedule B--Section 2 of the Commitment.
(b) . Buyer shall in no event refuse to accept the following matters of title (each of which shall be deemed a "Permitted Exception" hereunder):
): matters reflected on the PTR as exceptions no. 1 - 8 (i) inclusive), 13, 14 and 15; the applicable zoning and use regulations of any applicable governmental authority; possessory interests in the Property of less than thirty (ii30) days' duration arising in the ordinary course of the operation of the Hotel; rights of subtenants tenants and sub-tenants, under Subleases entered into by Seller or Manager prior to the Effective DateOperator, as tenants only, without any option to purchase or right of first refusal for all or any portion of the Real Property; (iii) rights of Hotel guests as guests only; and (iv) any mechanic's or other liens arising out of buyerBuyer's entry upon the Property. Buyer has reviewed and approved all matters shown on the PropertySurvey (and shall accept the Property and the Owner's Title Policy subject to any items shown on the Survey which may be excepted by the Title Company).
(c) 3. Prior to the Closing, Seller shall not take any action or commit or suffer any acts which would give rise to a material variance from the current legal description of the Real Property, or cause the creation of any detrimental exception or encumbrance against or respecting the Real PropertyProperty other than Permitted Exceptions, without in each case the prior written consent of Buyer, which consent shall not may be unreasonably withheld or delayedin Buyer's discretion.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Shearson Union Square Associates LTD Partnership)
Approval of Title. (a) Buyer shall have approved title and Survey matters within the time period and in the manner provided below.
(b) Seller has received and reviewed: (i) that certain caused to be delivered to Buyer commitment for title insurance dated July 11, 1997, concerning the Real Property and issued by the of First American Title Company under order number 1700840-20of Nevada no. LV-815003 RD dated as of August 5, 1997 ("PTR") and copies of all documents referred to in the Commitment as encumbering PTR affecting title to the Property. Seller shall use commercially reasonable efforts to procure and cause to be delivered to Buyer by 4:00 p.m., Pacific time, on or before August 19, 1997 ("SURVEY DELIVERY DATE") a current or updated ALTA survey of the Real PropertyProperty dated no earlier than three (3) months prior to the Effective Date (the "SURVEY"). In the event the Survey is not delivered to Buyer by the date and time set forth in the preceding sentence, the Title Disapproval Date (defined below) shall be extended to two (2) Business Days after delivery of the Survey to Buyer. By 4:00 p.m., Pacific time, on or before the August 21, 1997, Buyer shall notify Seller and all Escrow Holder in writing (the "TITLE/SURVEY OBJECTION"), of any exceptions to title endorsements attached thereto shown in the PTR, which will not be accepted by Buyer and those matters disclosed by the Survey, if any, which will not be accepted by Buyer (collectively, the "CommitmentDISAPPROVED TITLE MATTERS"); , it being understood that all other matters and (ii) that certain ALTA/ACSM Land exceptions to title shown in the PTR and conditions disclosed by the Survey shall be deemed approved by Buyer. If Buyer fails to notify Seller and Escrow Holder within the required time period of any Disapproved Title Survey of Matters, Buyer shall be deemed to have approved the condition to the Real Property prepared by Xxxxx & Xxxxxxxx, Inc., as job number 9393, to such title and dated April 5, 1997, (the "Survey"). Buyer has approved the condition of title to (and the Survey of) the Real Property, and shall not object thereto except for: (w) matters first arising after the date of the Commitment; (x) those title exceptions in Schedule B--Section 2 of the Commitment numbered 17 and 19, which Seller shall cause to be omitted from the Owner's Title Policy as title exceptions, and which in the case of exception 17 Buyer agrees will be replaced with a title exception specifying the specific subtenants and other occupants of the Property at the time of Closing; (y) Schedule B--Section 1 of the Commitment; and (z) the first and second paragraphs at the beginning of Schedule B--Section 2 of the Commitment.
(b) Buyer shall in no event refuse to accept the following matters of title (each of which shall be deemed a "Permitted Exception" hereunder):
(i) applicable zoning and use regulations of any applicable governmental authority; (ii) rights of subtenants under Subleases entered into by Seller or Manager prior to the Effective Date, as tenants only, without any option to purchase or right of first refusal for all or any portion of the Real Property; (iii) rights of Hotel guests as guests only; and (iv) any mechanic's or other liens arising out of buyer's entry on the Propertymatters.
(c) Prior to the ClosingUpon receipt of a Title/Survey Objection, Seller shall have the right, but not take the obligation, to attempt to cure the Disapproved Title Matters (either by causing any action such matter to be removed by the Closing or commit by obtaining, at Seller's expense, an endorsement or suffer any acts other curative effect acceptable to Buyer in Buyer's sole and absolute discretion), in which would give rise case, Seller may extend the Closing Date for such period as shall be required to effect such cure, but not beyond October 1, 1997. Seller shall, within three (3) Business Days after receiving a variance from Title/Survey Objection (the current legal description "CURE NOTICE DATE"), notify Buyer in writing of those Disapproved Title Matters which Seller will attempt to cure at or prior to Closing ("CURE NOTICE"), it being understood that Seller may use the proceeds of the Real Property, or cause the creation of Purchase Price to do so. Seller's agreement to attempt to correct any exception or encumbrance against or respecting the Real Property, without in each case the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed.Disapproved
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pan Pacific Retail Properties Inc)
Approval of Title. (a) Buyer has received Company shall have reviewed and reviewed: (i) that certain commitment for title insurance dated July 11approved, 1997within the time period and in the manner provided below, concerning the Real Property and issued by the Title Company under order number 1700840-20PTR, including copies of all documents referred to in the Commitment as encumbering PTR (other than encumbrances to be discharged by Contributor on or before Closing).
(b) Contributor shall cause the Real Property, PTR and all supporting materials, including copies of all documents referred to in the PTR to be delivered to Company by 4:00 p.m., Pacific time, on or before the fifth (5th) Business Day after the Effective Date (the "Title Delivery Date"). On or before the seventh (7th) Business Day from and after delivery to Company of the PTR and all supporting materials, Company shall notify Contributor and Escrow Holder in writing which exceptions to title endorsements attached thereto shown in the PTR, if any, will not be accepted by Company (collectively, the "CommitmentDISAPPROVED TITLE MATTERS"); all other matters and (ii) that certain ALTA/ACSM Land exceptions to title shown in the PTR shall be deemed approved by Company. If Company fails to notify Contributor and Escrow Holder within the required time period of any Disapproved Title Survey of Matters, Company shall be deemed to have approved the condition to the Real Property prepared by Xxxxx & Xxxxxxxxas to such title and survey matters. If Company notifies Contributor of any Disapproved Title Matters, Inc.Contributor shall have until 5:00 p.m., as job number 9393Pacific time, on the third (3rd) Business Day after Contributor's receipt of such notice to notify Company and dated April 5, 1997, (the "Survey"). Buyer has approved the condition of title to (and the Survey of) the Real Property, and shall not object thereto except for: (w) matters first arising after the date of the Commitment; (x) those title exceptions Escrow Holder in Schedule B--Section 2 of the Commitment numbered 17 and 19, which Seller shall cause to be omitted from the Owner's Title Policy as title exceptions, and which in the case of exception 17 Buyer agrees will be replaced with a title exception specifying the specific subtenants and other occupants of the Property at the time of Closing; (y) Schedule B--Section 1 of the Commitment; and (z) the first and second paragraphs at the beginning of Schedule B--Section 2 of the Commitment.
(b) Buyer shall in no event refuse to accept the following matters of title (each of which shall be deemed a "Permitted Exception" hereunder):writing that:
(i) applicable zoning Contributor shall use its reasonable efforts to either (A) cause any Disapproved Title Matters to be removed by the Closing, or (B) obtain, at Contributor's expense, an endorsement or other curative effect acceptable to Company in Company's sole and use regulations of any applicable governmental authorityabsolute discretion; or
(ii) rights of subtenants under Subleases entered into by Seller or Manager prior Contributor elects not to the Effective Date, as tenants only, without cause any option such Disapproved Title Matters to purchase or right of first refusal for all or any portion of the Real Property; (iii) rights of Hotel guests as guests only; and (iv) any mechanic's or other liens arising out of buyer's entry on the Propertybe removed.
(c) Prior If Contributor gives Company and Escrow Holder notice under subsection (b)(ii) above, Company shall have until 5:00 p.m., Pacific time, on the third (3rd) Business Day after Company's receipt of such notice to notify Contributor and Escrow Holder that (i) Company revokes its disapproval of such exceptions(s) and will proceed with the purchase without any reduction in the Contribution Consideration and take title to the Closing, Seller shall not take any action or commit or suffer any acts which would give rise Property subject to a variance from the current legal description of the Real Propertysuch exception(s), or cause the creation of any exception or encumbrance against or respecting the Real Property(ii) Company will terminate this Agreement, without in each which case the prior written consent terms and provisions of BuyerSection 7.11 shall apply. The foregoing procedure shall also be applicable to any new matters which are disclosed in any updates, which consent shall not be unreasonably withheld supplements or delayedamendment to the PTR or Survey.
Appears in 1 contract
Samples: Contribution Agreement (Pan Pacific Retail Properties Inc)