Common use of Buyer’s Right to Accept Title Clause in Contracts

Buyer’s Right to Accept Title. (a) Notwithstanding the foregoing provisions of this Article 8, Buyer may, by notice given to Sellers at any time prior to the earlier of (x) the Closing Date and (y) the termination of this Agreement, elect to accept such title as Sellers can convey, notwithstanding the existence of any title or survey exceptions that are not Permitted Exceptions and which Sellers are not required to remove or cure pursuant to this Agreement. In such event, this Agreement shall remain in effect and the parties shall proceed to Closing but Buyer shall not be entitled to any abatement of the Purchase Price, any credit or allowance of any kind or any claim or right of action against Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions and which Sellers are not required to remove or cure pursuant to this Agreement. (b) Buyer shall be entitled to request that the Title Company provide such endorsements (or amendments) to the Title Policy as Buyer may reasonably require, provided that (i) such endorsements (or amendments), other than any curative endorsements that Sellers may elect to obtain pursuant to Section 8.1 or Section 8.3, shall be at no cost to, and shall impose no additional liability on, Sellers, (ii) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements (other than any curative endorsements that Sellers may elect to obtain pursuant to Section 8.1 or Section 8.3), and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transactions contemplated by this Agreement without reduction of or set off against the Purchase Price, and (iii) the Closing shall not be delayed as a result of Buyer’s request hereunder. (c) Notwithstanding any provision to the contrary contained in this Agreement or any of the documents, instruments or agreements to be executed and delivered by Sellers at the Closing, any or all of the Permitted Exceptions may be omitted by Sellers in the Deeds (as defined below) without giving rise to any liability of Sellers, irrespective of any covenant or warranty of Sellers that may be contained or implied in the Deeds (and the provisions of this sentence shall survive the Closing and shall not be merged therein).

Buyer’s Right to Accept Title. (a) Notwithstanding the foregoing provisions of this Article 8VIII, Buyer may, by notice given to Sellers Seller at any time prior to the earlier of (x) the Closing Date and (y) the termination of this Agreement, elect to accept such title as Sellers Seller can convey, notwithstanding the existence of any title or survey exceptions that which are not Permitted Exceptions and which Sellers are not required to remove or cure pursuant to this AgreementExceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to Closing but Buyer shall not be entitled to any abatement of the Purchase Price, any credit or allowance of any kind or any claim or right of action against Sellers Seller for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions and which Sellers are not required to remove or cure pursuant to this AgreementExceptions. (b) Buyer shall be entitled to request that the Title Company provide such endorsements (or amendments) to the Title Policy as Buyer may reasonably require, provided that (i) such endorsements (or amendments), other than any curative endorsements that Sellers Seller may elect to obtain pursuant to Section 8.1 or Section 8.3, shall be at no cost to, and shall impose no additional liability on, SellersSeller, (ii) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements (other than any curative endorsements that Sellers Seller may elect to obtain pursuant to Section 8.1 or Section 8.3), and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transactions contemplated by this Agreement without reduction of or set off against the Purchase Price, and (iii) the Closing shall not be delayed as a result of Buyer’s request hereunder. (c) Notwithstanding any provision to the contrary contained in this Agreement or any of the documents, instruments or agreements to be executed and delivered by Sellers at the Closing, any or all of the Permitted Exceptions may be omitted by Sellers in the Deeds (as defined below) without giving rise to any liability of Sellers, irrespective of any covenant or warranty of Sellers that may be contained or implied in the Deeds (and the provisions of this sentence shall survive the Closing and shall not be merged therein).

Buyer’s Right to Accept Title. (a) Notwithstanding the foregoing provisions of If Seller advises Buyer that Seller, consistent with its rights and obligations under this Article 87, is unable or unwilling to remove any title exception which Buyer may, by notice given is not required to Sellers at any time prior to accept under the earlier of (x) the Closing Date and (y) the termination terms of this Agreement, Buyer as its sole and exclusive remedy shall have the right and option, exercisable by notice to Seller given within fifteen (15) days after Buyer's receipt of Seller's notice that Seller will not or cannot cure, to (i) elect to accept such title as Sellers can Seller may be able to convey, notwithstanding the existence of any title or survey exceptions that are not Permitted Exceptions and which Sellers are not required to remove or cure pursuant to this Agreement. In such event, this Agreement shall remain in effect and the parties shall proceed to Closing but Buyer shall not be entitled to any abatement abatement, reduction of the Purchase Price, or any credit or allowance of any kind or any claim or right of action against Sellers for damages the Purchase Price or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions and which Sellers are not required to remove or cure pursuant to this Agreement. (b) thereof, except that Buyer shall be entitled to request that the Title Company provide such endorsements (or amendments) a credit equal to the Title Policy as Buyer may reasonably requireestimated cost of removing the defect, provided that (i) such endorsements (or amendments), other than any curative endorsements that Sellers may elect but not to obtain pursuant to Section 8.1 or Section 8.3, shall be at no cost toexceed the Maximum Amount, and Seller shall impose have no additional further liability onwith respect thereto, Sellers, or (ii) to terminate this Agreement. If Buyer fails to notify Seller of its intention within the time provided, Buyer shall be deemed to have elected alternative (ii). If Buyer elects alternative (ii), Seller shall direct the Escrow Agent to return the Down Payment to Buyer’s , and Seller shall reimburse Buyer for any reasonable and documented out-of-pocket expenses which Buyer has incurred in connection with this transaction in an amount not to exceed $25,000, this Agreement shall terminate, and neither party hereto shall have any further rights or obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements (other than any curative endorsements that Sellers may elect to obtain pursuant to Section 8.1 or Section 8.3), and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transactions contemplated by this Agreement without reduction of or set off against the Purchase Price, and (iii) the Closing shall not be delayed as a result of Buyer’s request hereunder. (c) Notwithstanding any provision to the contrary contained other, except with respect to the reimbursement of expenses and as otherwise expressly reserved in this Agreement or any of the documents, instruments or agreements to be executed and delivered by Sellers at the Closing, any or all of the Permitted Exceptions may be omitted by Sellers in the Deeds (as defined below) without giving rise to any liability of Sellers, irrespective of any covenant or warranty of Sellers that may be contained or implied in the Deeds (and the provisions of this sentence shall survive the Closing and shall not be merged therein)Agreement.

Buyer’s Right to Accept Title. (a) Notwithstanding the foregoing provisions of this Article 8VIII, Buyer may, by notice given to Sellers Seller at any time prior to the earlier of (x) the Closing Date and (y) the termination of this AgreementAgreement pursuant to clause (i) of Section 8.3(a), elect to accept such title as Sellers Seller can convey, notwithstanding the existence of any title or survey exceptions that which are not Permitted Exceptions and which Sellers are not required to remove or cure pursuant to this AgreementExceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to Closing but the Closing, but, subject to this Section 8.4(a), Buyer shall not be entitled to any abatement of the Purchase Price, any credit or allowance of any kind or any claim or right of action against Sellers Seller for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions. At Closing, Buyer shall receive a credit against the Purchase Price for any Monetary Encumbrance in an amount equal to the lesser of (i) the amount necessary to discharge such title exceptions that are not Permitted Exceptions and which Sellers are not required (ii) Five Hundred Thousand Dollars ($500,000), less any amounts incurred by Seller in connection with its obligations to remove or cure pursuant to this Agreementsuch Monetary Encumbrance. (b) Buyer shall be entitled to request that the Title Company provide such endorsements (or amendments) to the Title Policy as Buyer may reasonably require, ; provided that (i) such endorsements (or amendments), other than any curative endorsements that Sellers may elect to obtain pursuant to Section 8.1 or Section 8.3, ) shall be at no cost to, and shall impose no additional liability on, SellersSeller, (ii) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements (other than any curative endorsements that Sellers may elect to obtain pursuant to Section 8.1 or Section 8.3), and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transactions contemplated by this Agreement Transaction without reduction of or set off against the Purchase Price, and (iii) the Closing shall not be delayed as a result of Buyer’s request hereundersuch request. (c) Notwithstanding any provision to the contrary contained in this Agreement or any of the documents, instruments or agreements to be executed and delivered by Sellers at the Closing, any or all of the Permitted Exceptions may be omitted by Sellers in the Deeds (as defined below) without giving rise to any liability of Sellers, irrespective of any covenant or warranty of Sellers that may be contained or implied in the Deeds (and the provisions of this sentence shall survive the Closing and shall not be merged therein).

Buyer’s Right to Accept Title. (a) Notwithstanding the foregoing provisions of this Article 8VIII, Buyer may, by notice given to Sellers Seller at any time prior to the earlier of (x) the Closing Date and (y) the termination of this Agreement, elect to accept such title as Sellers Seller can convey, notwithstanding the existence of any title or survey exceptions that which are not Permitted Exceptions and which Sellers are not required to remove or cure pursuant to this AgreementExceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to Closing but Buyer shall not be entitled to any abatement of the Purchase Price, any credit or allowance of any kind or any claim or right of action against Sellers Seller for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions and which Sellers are not required to remove or cure pursuant to this AgreementExceptions. (b) Buyer shall be entitled to request that the Title Company provide such endorsements (or amendments) to the Title Policy as Buyer may reasonably require, provided that (ia) such endorsements (or amendments), other than any curative endorsements that Sellers may elect to obtain pursuant to Section 8.1 or Section 8.3, ) shall be at no cost to, and shall impose no additional liability on, SellersSeller, (iib) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements (other than any curative endorsements that Sellers may elect to obtain pursuant to Section 8.1 or Section 8.3), and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transactions contemplated by this Agreement without reduction of or set off against the Purchase Price, and (iiic) the Closing shall not be delayed as a result of the Buyer’s request hereunderrequest. (c) Notwithstanding any provision to the contrary contained in this Agreement or any of the documents, instruments or agreements to be executed and delivered by Sellers at the Closing, any or all of the Permitted Exceptions may be omitted by Sellers in the Deeds (as defined below) without giving rise to any liability of Sellers, irrespective of any covenant or warranty of Sellers that may be contained or implied in the Deeds (and the provisions of this sentence shall survive the Closing and shall not be merged therein).

Buyer’s Right to Accept Title. (a) Notwithstanding the foregoing provisions of this Article 8VIII, Buyer may, by notice given to Sellers at any time prior to the earlier of (x) the Closing Date and (y) the termination of this Agreement, elect to accept such title as Sellers can convey, notwithstanding the existence of any title or survey exceptions that which are not Permitted Exceptions and which Sellers are not required to remove or cure pursuant to this AgreementExceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to Closing but Buyer shall not be entitled to any abatement of the Purchase Price, any credit or allowance of any kind or any claim or right of action against Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions and which Sellers are not required to remove or cure pursuant to this AgreementExceptions. (b) Buyer shall be entitled to request that the Title Company provide such endorsements (or amendments) to the Title Policy as Buyer may reasonably require, provided that (i) such endorsements (or amendments), other than any curative endorsements that Sellers may elect to obtain pursuant to Section 8.1 or Section 8.3, ) shall be at no cost to, and shall impose no additional liability on, Sellers, (ii) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements (other than any curative endorsements that Sellers may elect to obtain pursuant to Section 8.1 or Section 8.3), and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transactions contemplated by this Agreement without reduction of or set off against the Purchase Price, and (iii) the Closing shall not be delayed as a result of Buyer’s request hereunder. (c) Notwithstanding any provision to the contrary contained in this Agreement or any of the documents, instruments or agreements to be executed and delivered by Sellers at the Closing, any or all of the Permitted Exceptions may be omitted by Sellers in the Deeds (as defined below) without giving rise to any liability of Sellers, irrespective of any covenant or warranty of Sellers that may be contained or implied in the Deeds (and the provisions of this sentence shall survive the Closing and shall not be merged therein).