Buyer’s Objections. Buyer will make any objections it may have regarding the Title Commitment and any Schedules thereto within ten (10) days of receiving the Title Commitment. Buyer’s failure to make Objections within such period will constitute a waiver of Objections with respect to matters disclosed in the Title Commitment and the Schedules thereto. Any specific matter shown in the Title Commitment and the Schedules thereto and not objected to by Buyer shall be included as a “Permitted Exception” hereunder. In the event Buyer’s objection to any exceptions or defects set forth in the Title Commitment and the Schedules thereto, Seller shall have five (5) days from delivery of Buyer’s notice to notify Buyer, in writing, that: (i) Seller will cause the disapproved exceptions to be removed from the policy of title insurance to be issued in favor of Buyer on or before Closing; or (ii) that Seller will not eliminate the disapproved exceptions. If Seller: (i) notifies Buyer, in writing, that Seller will not eliminate the objected to exceptions on or before Closing; or (ii) Seller does not notify Buyer, in writing, that Seller will cause the objected to exceptions to be eliminated on or before Closing, then this Agreement shall terminate, and neither Buyer nor Seller shall have any further rights, duties, or obligations hereunder except that the Xxxxxxx Money previously paid by Buyer together with any interest accrued thereon, shall be immediately refunded by the Closing Agent to Buyer, unless within three (3) days of the earlier of (i) the expiration of said five (5) day period, or (ii) the date that Seller notifies Buyer that Seller will not eliminate the objected to exceptions, Buyer waives its objections and elects to proceed with Closing subject to the objected to exceptions. The title exceptions approved as provided herein shall be included as Permitted Exceptions. Objections to be discharged by Seller may be paid out of the purchase money received at date of Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Buyer’s Objections. Buyer will make notify Seller of any objections it may have regarding to the form and/or contents of the Title Commitment and any Schedules thereto within Evidence ("Objections") by the earlier to occur of: (i) the date that is ten (10) days after Xxxxx's receipt of receiving the last of the Title CommitmentEvidence, or (ii) thirty (30) days after the Effective Date ("Objection Period"). Buyer’s 's failure to make Objections within such time period will constitute a waiver of Objections with respect to matters disclosed in the Title Commitment and the Schedules theretoany 6 Objections. Any specific matter shown in the on such Title Commitment and the Schedules thereto Evidence and not objected to by Buyer shall be included as a “"Permitted Exception” Encumbrance" hereunder. In the event Buyer’s objection to any exceptions or defects set forth in the Title Commitment and the Schedules thereto, Seller shall be under no obligation to cure any Objections. Notwithstanding anything to the contrary in this Agreement, Buyer shall have five no obligation to object to, and Seller shall be obligated to remove prior to or at Closing, any judgment against Seller that has been reduced to a monetary amount, or any mortgage, deed of trust or other lien against the Property caused by or entered into by Seller (5a "Monetary Lien"). Seller will have ten (10) days from delivery after expiration of Buyer’s the Objection Period (the "Objection Response Period") to notify Buyer in writing as to which of the Objections it will commit to curing prior to the Closing Date (such written notice, the “Objection Response”). If, prior to expiration of the Objection Response Period, there are any Objections that Seller has not committed to curing in its Objection Response, Buyer will have the option to: 6.2.1 Terminate this Agreement by written notice to notify BuyerSeller within ten (10) days following expiration of the Objection Response Period. 6.2.2 Waive the Objections by written notice to Seller, in writingwhich event any un-cured Objection, that: (i) Seller will cause the disapproved exceptions to be removed from the policy of title insurance to be issued in favor of Buyer on or before Closing; or (ii) that Seller will not eliminate the disapproved exceptions. If Seller: (i) notifies Buyer, in writing, that Seller will not eliminate the objected to exceptions on or before Closing; or (ii) Seller does not notify Buyer, in writing, that Seller will cause the objected to exceptions to be eliminated on or before Closing, then this Agreement shall terminate, and neither Buyer nor Seller shall have except for any further rights, duties, or obligations hereunder except that the Xxxxxxx Money previously paid by Buyer together with any interest accrued thereonMonetary Lien, shall be immediately refunded by the Closing Agent deemed a Permitted Encumbrance, and proceed to Buyer, unless Closing. If Buyer does not deliver a written notice within three ten (310) days following expiration of the earlier of (i) the expiration of said five (5) day period, or (ii) the date that Seller notifies Buyer that Seller will not eliminate the objected to exceptionsObjection Response Period, Buyer waives its objections and elects to proceed with Closing subject to the objected to exceptions. The title exceptions approved as provided herein shall be included as Permitted Exceptionsdeemed to have made the election in this Section 6.2.2. Objections to be discharged by Seller may be paid out of the purchase money received at date of Closing.6.3
Appears in 1 contract
Samples: Purchase and Sale Agreement (Star Equity Holdings, Inc.)
Buyer’s Objections. If Buyer will make any objections it may have regarding fails to object timely, then the Title Commitment and any Schedules thereto within ten (10) days of receiving the Title Commitment. Buyer’s failure to make Objections within such period will constitute a waiver of Objections with respect to matters disclosed in the Title Commitment and the Schedules thereto. Any specific matter shown in the Title Commitment and the Schedules thereto and not objected to by Buyer shall be included as a “Permitted Exception” hereunderdeemed approved by Buyer. In the event If Buyer’s objection to any exceptions or defects set forth in the Title Commitment and the Schedules thereto's Objections are timely made, Seller shall have five will use commercially reasonable efforts to cure the matters covered by Buyer's Objections on or before the date which is thirty (530) days from delivery the expiration of Buyer’s notice to notify the Inspection Period or will advise Buyer, in writing, that: (i) of Seller’s election not to so cure. If Seller will cause is unable or unwilling to cure the disapproved exceptions to be removed from the policy of title insurance to be issued in favor of Buyer matters covered by Buyer's Objections on or before Closing; or such date upon terms acceptable to Buyer in Buyer's sole and absolute discretion, then Seller, in writing prior to the expiration of the date which is thirty (ii30) that Seller will not eliminate days from the disapproved exceptions. If expiration of the Inspection Period shall so notify Buyer and Buyer, within five (5) Business Days from receipt of Seller: (i) notifies Buyer's notice, time being of the essence, shall, in writing, that Seller will not eliminate the objected to exceptions on or before Closing; or either (iia) Seller does not notify waive such of Buyer, in writing, that Seller will cause the objected to exceptions to be eliminated on or before Closing, then this Agreement shall terminate, and neither Buyer nor 's Objections as Seller shall have any further rightsbeen unable or unwilling to cure (without a reduction in the Purchase Price) or (b) cancel this Agreement, dutieswhereupon, or obligations hereunder except that the Xxxxxxx Money previously paid by Buyer together with any interest accrued thereon, Deposit shall be immediately refunded by returned to Buyer and all rights and liabilities arising hereunder shall automatically terminate, with the Closing Agent to Buyer, unless within three (3) days exception of the earlier obligations which expressly survive termination of (i) the expiration of said five (5) day periodthis Agreement. If Buyer does not provide its election notice timely, or (ii) the date that Seller notifies then Buyer that Seller will not eliminate the objected shall be deemed to exceptions, Buyer waives its objections have waived such uncured Buyer’s Objections and elects to have elected to proceed with Closing subject the Transaction on the terms and conditions of this Agreement. Notwithstanding anything to the objected contrary contained in this Agreement, Seller shall pay all monetary liens and encumbrances (up to exceptions. The title exceptions approved as provided herein shall be included as Permitted Exceptions. Objections to be discharged by Seller may be paid out the amount of the purchase money received Purchase Price) prior to or at date of ClosingClosing and Buyer shall have no obligation to object thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Growth Properties, Inc.)
Buyer’s Objections. Buyer will make shall be allowed until the date twenty (20) days after receiving all the Commitments and Surveys to notify Seller in writing of any objections it may have regarding based on the form of or the matters disclosed by the Title Commitment and any Schedules thereto within ten Evidence and/or Surveys (10) days of receiving the Title Commitment“Objections”). Buyer’s failure to make Objections within such time period will constitute a waiver of Objections with respect to matters disclosed any Objections, except as otherwise expressly provided in this Agreement. Any matter shown on the Title Commitment and the Schedules thereto. Any specific matter shown in the Title Commitment and the Schedules thereto Evidence and not objected to by Buyer shall be included as deemed a “Permitted Exception” hereunderexcept as otherwise provided below in Section 3.3. In Seller agrees to diligently proceed to cure any Objections. If the event Objections are not cured (to Buyer’s objection to any exceptions or defects set forth in the Title Commitment and the Schedules thereto, Seller shall have five reasonable satisfaction) within ten (510) days from delivery after Seller’s receipt of a timely written notice of the Objections to Seller, Buyer will have the right (as Buyer’s notice sole remedy pertaining to notify such failure of Seller to remove an Objection to Buyer’s satisfaction, except as provided in writing, thatSection 3.3. below) to either: (i) Seller will cause waive the disapproved exceptions to be removed from Objection and proceed with the policy of title insurance to be issued in favor of Buyer on or before Closingtransaction; or (ii) that terminate this Agreement by delivering written notice to Seller will not eliminate the disapproved exceptions. If Seller: (i) notifies Buyerat any time prior to Closing, in writing, that Seller will not eliminate which case the objected to exceptions on or before Closing; or (ii) Seller does not notify Buyer, in writing, that Seller will cause the objected to exceptions to be eliminated on or before Closing, then this Agreement shall terminate, and neither Buyer nor Seller shall have any further rights, duties, or obligations hereunder except that the Xxxxxxx Money previously paid by Buyer together with any interest accrued thereon, Deposit shall be immediately refunded by returned to Buyer. Any liens, encumbrances and other matters affecting title to the Real Property which are created and which may appear of record after the date of the Commitment but before the Closing Agent Date (“Intervening Liens”), shall also be subject to Buyer’s approval, unless within three (3) days of the earlier of (i) the expiration of said five (5) day period, except such Intervening Liens which are created by or (ii) the date that Seller notifies Buyer that Seller will not eliminate the objected to exceptions, Buyer waives its objections and elects to proceed with Closing subject through Buyer. In addition to the objected other applicable means of written notice Buyer may elect under Section 17.1, any notice by Buyer of Objections or termination under this Section 3.2(b) is also permitted to exceptions. The title exceptions approved as provided herein be given by email sent to Seller’s legal counsel without need for other written notice pursuant to Section 17.1, in which case such notice shall be included as Permitted Exceptions. Objections to be discharged deemed delivered when sent by Seller may be paid out of the purchase money received at date of Closingsuch email.
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