Common use of Condition of Title and Survey Clause in Contracts

Condition of Title and Survey. (A) The Property shall be conveyed to Purchaser by Limited Warranty Deed to be delivered to Purchaser at Closing, free and clear of all liens and encumbrances, except those caused by or on behalf of Purchaser and except that the Property may be subject to the lien for taxes for the current year, if not yet due and payable, and other matters of record acceptable to Purchaser in its sole discretion. Purchaser shall have the option to obtain a title insurance commitment for a title insurance policy on behalf of a title company acceptable to Purchaser (the “Title Commitment”). Should the Title Commitment disclose exceptions to title unacceptable to Purchaser, other than liens and encumbrances which Seller shall cause to be released at Closing and the lien for current year taxes, Purchaser shall so notify Seller in writing at least 10 days before Closing and Seller shall be given a reasonable time in which to correct any such exceptions. If Seller fails to correct such exceptions within such time period, Purchaser may elect, as its sole remedy, to either (i) grant Seller additional time within which to cure any exception, if Seller requests such additional time; or (ii) accept title in its existing condition; or (iii) terminate this Agreement and have returned to Purchaser all Xxxxxxx Money. (B) Prior to Closing, Purchaser may obtain a current survey of the Property prepared and certified by a surveyor registered and licensed in the State of Georgia (the “Survey”). The Survey shall certify as to any flood plain restrictions affecting the Property and shall identify and locate all easements or encroachments which traverse or affect the Property and shall set forth the location, availability and, where appropriate, dimensions or diameters of all utilities servicing the land, including, without limitation, water, sewer, electric and telephone. The legal description for documents necessary or appropriate to consummate the purchase or sale contemplated herein shall be based upon the Survey, as revised if applicable. The Survey shall be sufficient to enable the title insurer to delete the general exception relating to survey matters. (C) Prior to Closing, Purchase may obtain an environmental assessment of the Property (the “Environmental Report”). Should the Environmental Report disclose environmental conditions unacceptable to Purchaser, Purchaser shall so notify Seller in writing before Closing and Seller shall be given a reasonable time in which to correct any such conditions. If Seller fails to correct such conditions within such time period, Purchaser may elect, as its sole remedy, to either (i) grant Seller additional time within which to cure any condition, if Seller requests such additional time; or (ii) accept the Property in its existing condition; or (iii) terminate this Agreement and have returned to Purchaser all Xxxxxxx Money.

Condition of Title and Survey. (A) The Real Property shall be conveyed to Purchaser by Limited Warranty Deed and the Personal Property including but not limited to the assets of the SNF not otherwise identified as Excluded Property, shall be conveyed by Limited Warranty Xxxx of Sale to be delivered to Purchaser at Closing, free and clear of all liens and encumbrances, except Permitted Encumbrances and except those caused by or on behalf of Purchaser and except that the Property may be subject to the lien Purchaser. “Permitted Encumbrances” means, (i) statutory liens for taxes for the current yeartaxes, if assessments or other governmental charges not yet due and payable, (ii) zoning, entitlement and other land use and environmental regulations by any governmental authority, provided none of the foregoing is violated by the current uses of, or improvements upon, any of the Real Property, (iii) those matters set forth on Schedule 6, copies of record acceptable which matters Seller has given to Purchaser prior to execution of this Agreement (iv) those matters shown on the Existing Survey (as defined in its sole discretionSubsection 6(ii) below) and matters after the date of such survey which an inspection of the SNF would disclose, and (v) those matters deemed approved under this Section 6. Purchaser shall have the option to obtain a title insurance commitment for a title insurance policy on behalf of a title company acceptable to Purchaser (the “Title Commitment”). Seller shall have delivered to Purchaser a copy of Seller’s existing title insurance policy for the Real Property prior to the execution and delivery of this Agreement. Should the Title Commitment disclose exceptions to title other than Permitted Encumbrances which are unacceptable to Purchaser, other than liens and encumbrances which Seller shall cause to be released at Closing and the lien for current year taxes, Purchaser shall so notify Seller in writing at least 10 business days before Closing and Seller shall be given a reasonable time in which to correct any such exceptions. If Seller fails to correct such exceptions within such time period, Purchaser may elect, as its sole remedy, to either (i) grant Seller additional time within which to cure any exception, if Seller requests such additional time; or (ii) accept title in its existing condition; or (iii) terminate this Agreement and have returned to Purchaser all Xxxxxxx Money. (B) Prior . Seller shall not have any duty to Closing, Purchaser may obtain litigate any issue to satisfy a current survey title objection of the Property prepared and certified by a surveyor registered and licensed in the State of Georgia (the “Survey”). The Survey shall certify as to any flood plain restrictions affecting the Property and shall identify and locate all easements or encroachments which traverse or affect the Property and shall set forth the location, availability and, where appropriate, dimensions or diameters of all utilities servicing the land, including, without limitation, water, sewer, electric and telephone. The legal description for documents necessary or appropriate to consummate the purchase or sale contemplated herein shall be based upon the Survey, as revised if applicable. The Survey shall be sufficient to enable the title insurer to delete the general exception relating to survey mattersPurchaser. (C) Prior to Closing, Purchase may obtain an environmental assessment of the Property (the “Environmental Report”). Should the Environmental Report disclose environmental conditions unacceptable to Purchaser, Purchaser shall so notify Seller in writing before Closing and Seller shall be given a reasonable time in which to correct any such conditions. If Seller fails to correct such conditions within such time period, Purchaser may elect, as its sole remedy, to either (i) grant Seller additional time within which to cure any condition, if Seller requests such additional time; or (ii) accept the Property in its existing condition; or (iii) terminate this Agreement and have returned to Purchaser all Xxxxxxx Money.

Condition of Title and Survey. (Ai) The Property Within thirty (30) days after the Effective Date, Buyer shall be conveyed obtain, at Seller’s expense, a title commitment issued by the Title Company committing to Purchaser by Limited Warranty Deed provide an ALTA owner’s policy of title insurance, together with copies of all documents listed as exceptions to be delivered to Purchaser at Closingtitle (collectively, “Title Commitment”), showing good and marketable fee simple title vested in the Seller, free and clear of all easements, security interests, title defects, mortgages, pledges, leases, rights of way, liens or other encumbrances of any nature (collectively, “Encumbrances”) except mortgages and encumbrancesrelated Encumbrances which Seller satisfies and causes to be released at or before Closing, except those caused and real property taxes and special assessments being prorated or paid at Closing under this Agreement. (ii) Within sixty (60) days after the Effective Date, Seller, at its sole cost and expense, shall obtain an ALTA/ACSM land title survey (“Survey”) with Table A items 1, 2, 3, 4, 6a, 6b, 7a, 7b1, 8, 9, 13, 16, and 17 identified thereon, prepared by or on behalf of Purchaser a licensed land surveyor certified to Buyer and except that Title Company showing, among other items, the Property may boundaries and all improvements, wetlands, floodplains, encroachments, and easements. The Survey shall be subject acceptable to Title Company for purposes of removing and eliminating standard survey exceptions and to Buyer for Buyer’s intended use. (iii) Prior to the lien for taxes for expiration of Xxxxx’s Due Diligence Period, Buyer shall give Seller written notice objecting to any condition shown on the current year, if not yet due and payable, and other matters of record acceptable to Purchaser in its sole discretion. Purchaser shall have the option to obtain a title insurance commitment for a title insurance policy on behalf of a title company acceptable to Purchaser Survey or Title Commitment (the “Buyer’s Title CommitmentNotice”). Should In the event Seller is unable or unwilling to cure any or all of the objections contained within Buyer’s Title Notice, Seller shall so notify Buyer in writing within five (5) business days of receipt of Buyer’s Title Notice (“Seller’s Title Response”). Buyer may terminate this Agreement by delivering written notice thereof to Seller not later than five (5) days after receipt of Seller’s Title Response (“Buyer’s Title Approval Date”). If Buyer does not terminate this Agreement, then this contingency shall be satisfied, but if Seller does not cause any of Buyer’s title objections to be removed or otherwise cured to Buyer’s satisfaction by the Closing Date in accordance with Seller’s Title Response, Buyer may either (A) terminate this Agreement and shall be entitled to a full return of the Xxxxxxx Money, or (B) waive the objection and close on the purchase of the Property. (iv) Any exceptions to the Title Commitment disclose exceptions not objected to, approved, or waived by Buyer pursuant to title unacceptable this Section shall be deemed “Permitted Exceptions” provided, however, the following shall not be included in Permitted Exceptions (and Buyer shall not be required to Purchaserobject to any of the following): (A) mortgages and related Encumbrances, other than liens and encumbrances which Seller shall satisfy and cause to be released at or before Closing, (B) real property taxes and special assessments which are required to be prorated or paid at Closing and under this Agreement, (C) standard exceptions which can be removed by one or more affidavits of Seller to the lien for current year taxesTitle Company, Purchaser shall so notify Seller in writing at least 10 days before Closing and which Seller shall be given a reasonable time in which required to correct any such exceptions. If Seller fails to correct such exceptions within such time periodprovide at Closing, Purchaser may elect, as its sole remedy, to either (i) grant Seller additional time within which to cure any exception, if Seller requests such additional time; or (iiD) accept title in its existing condition; or (iii) terminate this Agreement and have returned to Purchaser all Xxxxxxx Moneystandard exceptions which can be removed by the Survey. (Bv) Prior Seller shall pay all costs of providing the Title Commitment whether the parties proceed to Closing, Purchaser may obtain a current survey and the cost of issuing the ALTA owner’s title insurance policy at Closing pursuant to the Title Commitment in the amount of the Property prepared and certified by a surveyor registered and licensed in the State of Georgia (the “Survey”). The Survey shall certify as to any flood plain restrictions affecting the Property and shall identify and locate all easements or encroachments which traverse or affect the Property and shall set forth the locationPurchase Price, availability and, where appropriate, dimensions or diameters of all utilities servicing the land, including, without limitation, water, sewer, electric and telephone. The legal description for documents necessary or appropriate to consummate the purchase or sale contemplated herein shall be based upon the Survey, as revised if applicable. The Survey shall be sufficient to enable the title insurer to delete the general exception relating to survey mattersincluding gap coverage. (C) Prior to Closing, Purchase may obtain an environmental assessment of the Property (the “Environmental Report”). Should the Environmental Report disclose environmental conditions unacceptable to Purchaser, Purchaser shall so notify Seller in writing before Closing and Seller shall be given a reasonable time in which to correct any such conditions. If Seller fails to correct such conditions within such time period, Purchaser may elect, as its sole remedy, to either (i) grant Seller additional time within which to cure any condition, if Seller requests such additional time; or (ii) accept the Property in its existing condition; or (iii) terminate this Agreement and have returned to Purchaser all Xxxxxxx Money.

Condition of Title and Survey. (Aa) The Real Property shall be conveyed to Purchaser by Limited Warranty Deed special warranty deeds to be delivered to Purchaser at Closing, free and clear of all liens and encumbrances, except those caused by or on behalf of Purchaser (a) liens and except that the Property may be subject to the lien encumbrances for taxes for the current year, if not yet due and payablepayable or which are being contested in good faith, (b) any liens or encumbrances of any landlord, carrier, warehouseman, mechanic or materialman and any like liens or encumbrances arising in the ordinary course of business for sums that are not delinquent or that are being contested in good faith, (c) all existing utility, access or other easements or rights of way or other matters of record acceptable affecting the Real Property or any part thereof, (d) laws regulating the use or enjoyment of the Real Property, (e) zoning and building laws provided the Property complies with such laws, (e) liens securing obligations which are Assumed Liabilities, (f) those matters set forth in the Title Commitment, (g) the liens and encumbrances identified in Schedule 9(a) as Permitted Exceptions, (h) any matters which would be shown by an inspection, a survey of the Real Property or by inquiry of persons in possession of the Real Property, and (i) all other matters affecting title to the Real Property which are hereafter approved or waived by Purchaser as provided in its sole discretionthis Agreement (the foregoing exceptions being herein collectively referred to as the “Permitted Exceptions”). Purchaser shall have the option to obtain order a title insurance commitment for a title insurance policy on behalf of a title company acceptable to Purchaser (the “Title Commitment”). Should ) from the Title Commitment disclose exceptions to title unacceptable to Purchaser, other Company no later than liens and encumbrances which Seller shall cause to be released at Closing and five (5) business days after the lien for current year taxesExecution Date. In addition, Purchaser shall so have the right to order a new or updated survey for the Property (the “Survey”) and a new zoning report for the Property (the “Zoning Report”), which order shall be placed within ten (10) business days after Seller delivers an existing survey and zoning report for the Property to Purchaser (to the extent in Seller’s possession). Prior to the expiration of the Due Diligence Period (the “Title Objection Date”), Purchaser shall have the right to notify Seller of any matters shown on the Title Commitment, Survey and/or Zoning Report that are not acceptable to Purchaser other than the Permitted Exceptions (such exceptions referred to herein as the “Title Defects”). Notwithstanding the foregoing, if Purchaser’s lender identifies Title Defects, then the Title Objection Date shall, be extended until twenty (20) days prior to Closing. If any updates to the Title Commitment, Survey and/or Zoning Report after the Title Objection Date shall disclose any additional matters, Purchaser shall have seven (7) business days from the receipt of such updates within which to notify Seller thereof, in writing at least 10 days before Closing and which case any such matters for which Purchaser provides notice shall also be treated as “Title Defects” hereunder. Seller shall be given a reasonable time in which have no obligation to correct cure any such exceptions. Title Defect (other than Seller’s Monetary Liens as defined below). (b) If Seller fails to correct such exceptions within such time periodshall receive written notice of any Title Defect in accordance with Section 8(a), Purchaser Seller may elect, as elect in its sole remedydiscretion, by written notice to Purchaser, to either (i) grant Seller additional time within which undertake at its expense to cure any exceptionsuch Title Defects on or before the Closing, if Seller requests such additional time; or (ii) accept title not cure such Title Defects. In the event Seller does not respond to Purchaser’s written notice of a Title Defect within ten (10) days, Seller shall be deemed to have elected to cure such Title Defect (except for Seller’s Monetary Liens). In the event that Seller does not elect to cure such Title Defects pursuant to this Section 8(b), Purchaser may, by notice to Seller delivered within ten (10) days after such election or deemed election by Seller, terminate this Agreement, in its existing condition; which event the Deposit shall be returned to Purchaser and neither party shall have any further obligations under this Agreement except for obligations that expressly survive termination of this Agreement. Notwithstanding the foregoing, should (i) Purchaser notify Seller of any Title Defects disclosed by any update to the Title Commitment, Survey and/or Zoning Report after the Title Objection Date and the expiration of the Due Diligence Period, and (ii) Seller does not elect to cure such Title Defects, Purchaser may, by notice to Seller delivered within two (2) business days after such election or (iii) deemed election by Seller, terminate this Agreement, in which event the Deposit shall be returned to Purchaser and neither party shall have any further obligations under this Agreement except for obligations that expressly survive termination of this Agreement. In the event Purchaser does not elect to terminate this Agreement pursuant to the preceding sentence, Purchaser shall be deemed to have waived such Title Defects and have returned such Title Defects, as well as any matters shown in the Title Commitment, Survey or Zoning Report to which Purchaser does not object as permitted herein, shall be deemed as “Permitted Exceptions” hereunder. Notwithstanding the foregoing, Purchaser shall not be required to object to any financing obtained or assumed by Seller and secured by a mortgage, an assignments of leases and rents, subordination agreements, UCC financing or other liens covering the Property arising out of the actions or at the direction of Seller and Seller shall pay off all Xxxxxxx Moneysuch obligations or cause the Title Company to insure or endorse over any mechanic’s or materialmen’s liens for work or materials undertaken or acquired by or on behalf of Seller or Existing Operator, or any tax or judgment lien against Seller (provided, however, Seller shall be entitled to utilize the Purchase Price proceeds to effectuate any or all of the foregoing; all of the foregoing shall be referred to herein as “Seller’s Monetary Liens”). (Bc) Prior To the extent required by the applicable governmental authority in connection with the lawful transfer of the Property to Purchaser or the issuance of the Facility’s operating license to New Operator, or the requirement of Purchaser’s lender, Seller shall obtain prior to Closing a certificate of occupancy as to the Real Property. If there are any municipal violations affecting the Real Property, Seller shall correct or cause Existing Operator to correct and remove such violations prior to Closing, Purchaser may obtain a current survey of the Property prepared and certified by a surveyor registered and licensed in the State of Georgia (the “Survey”). The Survey shall certify as to any flood plain restrictions affecting the Property and shall identify and locate all easements or encroachments which traverse or affect the Property and shall set forth the location, availability and, where appropriate, dimensions or diameters of all utilities servicing the land, including, without limitation, water, sewer, electric and telephone. The legal description for documents necessary or appropriate to consummate the purchase or sale contemplated herein Seller shall be based upon the Survey, as revised if applicable. The Survey shall be sufficient required to enable the title insurer to delete the general exception relating to survey matterspay any fines or penalties associated therewith. (Cd) Prior Subject to Closingthe terms and conditions of Section 3 above, Purchase may obtain Seller shall, upon request and reasonable advance notice from Purchaser, permit Purchaser and their agents to conduct an environmental assessment of the Property Facilities and physical and mechanical inspections of the Facility to prepare reports as necessary (collectively, the “Environmental ReportProperty Condition Reports”). Should the Environmental Report disclose environmental conditions unacceptable to Purchaser, Purchaser shall so notify Seller in writing before Closing and Seller shall be given a reasonable time in which to correct any such conditions. If Seller fails to correct such conditions within such time period, Purchaser may elect, as its sole remedy, to either (i) grant Seller additional time within which to cure any condition, if Seller requests such additional time; or (ii) accept the Property in its existing condition; or (iii) terminate this Agreement and have returned make available to Purchaser all Xxxxxxx Moneyfor review and copy any previously prepared environmental assessments and Property Condition Reports that are in any Seller’s possession for the Facility or the Real Property.