Common use of CURING TITLE DEFECTS Clause in Contracts

CURING TITLE DEFECTS. Seller shall have until the expiration of the Financing Period, including any extension thereof, to cure all of the Title Defects which, in the opinion of Buyer or Buyer's counsel, make title to the Property unmarketable or uninsurable. Seller agrees to use due diligence, good faith and its best efforts in attempting to remove such Title Defects. Seller shall cure Title Defects in the nature of liens or judgments if they are capable of being paid or discharged by the payment of money or the posting of a bond. In the event Seller for any reason shall be unable to cure one or more of the Title Defects by the expiration of the Financing Period, including any extension thereof, or to convey to Buyer title to the Property at the Closing in accordance with the provisions of this Agreement, Buyer shall have the right, but not the obligation, to attempt to cure such Title Defects for an additional thirty (30) days after the expiration of the Financing Period, including any extension thereof. If, after the expiration of either period, as the case may be, the Title Defects cannot be cured, or if Seller is unable to convey to Buyer title to the Property at the Closing in accordance with the provisions of this Agreement, Buyer shall have the following rights: (i) to accept whatever title Seller is able to convey without any abatement or reduction in the Purchase Price, in which case Seller shall convey such title to Buyer, or (ii) to reject title. Buyer shall not be entitled to any other rights or remedies. If Buyer shall reject title under subsection (ii) above, this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit and interest accrued thereon, if any, and the parties shall be released of any and all liability to each other except for those obligations which specifically survive termination of this agreement. In the event Buyer proceeds to close, the exceptions set forth in Schedule B-II of the Title Commitment to which the Buyer has not filed a notice of Title Defect, or which Title Defects Buyer has waived, in writing, shall be collectively referred to as the "Permitted Exceptions." Termination pursuant to this Paragraph 10 shall also be deemed a termination of the Lakeview Agreement, and Escrow Agent shall return the Lakeview Deposit, plus accrued interest, if any, to Lakeview Buyer, the Lakeview Agreement shall be null and void and the parties shall be released of any and all liability to each other except for those obligations which specifically survive termination of the Lakeview Agreement.

CURING TITLE DEFECTS. Seller shall have until sixty (60) days ("Cure Period") from the expiration of the Financing Period, including any extension thereof, to cure all receipt of the Title Defects which, in Objection Notice or the opinion of Buyer or Buyer's counsel, make title Survey Objection Notice to the Property unmarketable or uninsurable. Seller agrees to use due diligence, good faith cure and its best efforts in attempting to remove such Title DefectsObjections. Seller shall be obligated to and shall use diligent effort, including the bringing of necessary suits to cure and remove Title Defects in Objections that render title unmarketable by standards adopted under authority of the nature of liens or judgments if they are capable of being paid or discharged Florida Bar, under Florida Law (as modified by the payment of money or the posting of a bond. In the event Seller for any reason shall be unable to cure one or more of the Title Defects by the expiration of the Financing Period, including any extension thereof, or to convey to Buyer title to the Property at the Closing in accordance with the provisions terms of this Agreement) and the U.S. Department of Justice Standards and Regulations for the preparation of Title Evidence (1970) ("Marketability Defect"). Seller's obligation to cure Marketability Defects: (i) caused by the existence of Title Objections not created by or resulting from the act or omission of Seller; and (ii) affecting only those portions of the Property for which Seller has no title insurance policy insuring its interest, shall include the bringing of necessary suits but shall be limited to the expenditure of $150,000.00 in the aggregate for all such Title Objections. Seller shall not be obligated to remove any of the following interests in the Property held by third parties not affiliated, controlled or owned by Seller: canal, drainage and access easements, utility easements and reservations of interests in mineral rights in the Property; provided, however, the existence of such interest may be objected to by Buyer and, in such event, shall constitute a Title Objection which may be considered by Buyer in determining, during the Inspection Period, whether the Property is suitable for the Buyer's Intended Purposes. If Seller shall not have cured and removed all Title Objections which it is obligated to cure pursuant to this Paragraph by the end of the Cure Period or three (3) business days before December 31, 1998 (the "Outside Closing Date"), whichever occurs first, then with respect to the parcel(s) of the Property affected by the uncured Title Objection(s) which Seller is obligated to cure pursuant to this Paragraph (the "Defect Parcel(s)"), Buyer shall have the right, but not the obligation, to attempt to cure such Title Defects for an additional thirty option of: (30a) days after the expiration of the Financing Period, including any extension thereof. If, after the expiration of either period, as the case may be, the Title Defects cannot be cured, or if Seller is unable to convey to Buyer accepting title to the Property at Defect Parcel(s) as it then is; or (b) designating the Closing Defect Parcel(s) as a Deferred Parcel(s) and requiring Seller to continue to diligently pursue the cure of any Marketability Defect until the Proration Date (as defined in accordance Paragraph 5.3 and thus extending the Cure Period for said amount of time and have Seller place an executed General Warranty Deed(s) (as hereinafter defined) in escrow with the provisions Escrow Agent pursuant to the terms of this Agreement, Buyer shall have the following rights: Escrow Agreement (ias hereinafter defined); or (c) rejecting any Defect Parcels and proceeding to accept whatever title Seller is able to convey without any abatement or Closing on the rest of the Property (other than the Deferred Parcels) with an apportioned reduction in the Purchase PricePrice as provided in Paragraph 1.7; provided, however, if the rejected Defect Parcels exceed in which case the aggregate 1,000 acres of the Property, then Seller shall convey such title to Buyer, or (ii) to reject title. Buyer shall not be entitled to any other rights or remedies. If Buyer shall reject title under subsection (ii) above, may terminate this Agreement shall terminate, Buyer and the Xxxxxxx Money Deposit shall be entitled immediately returned to a refund of the Deposit Buyer and interest accrued thereon, if any, and the parties shall be released of any and all liability to each other except for those obligations which specifically survive termination of thereafter this agreement. In the event Buyer proceeds to close, the exceptions set forth in Schedule B-II of the Title Commitment to which the Buyer has not filed a notice of Title Defect, or which Title Defects Buyer has waived, in writing, shall be collectively referred to as the "Permitted Exceptions." Termination pursuant to this Paragraph 10 shall also be deemed a termination of the Lakeview Agreement, and Escrow Agent shall return the Lakeview Deposit, plus accrued interest, if any, to Lakeview Buyer, the Lakeview Agreement shall be null and void and neither party shall have any further liability to the parties other under this Agreement; or. (d) declining to accept title to the Defect Parcel(s), whereupon this Agreement shall be released of terminated and the Xxxxxxx Money Deposit shall be immediately returned to Buyer and thereafter this Agreement shall be null and void and neither party shall have any and all further liability to each the other except for those obligations which specifically survive termination of the Lakeview under this Agreement.

CURING TITLE DEFECTS. Seller shall have until the expiration of the Financing Period, including any extension thereof, to cure all of the Title Defects which, in the opinion of Buyer or Buyer's counsel, make title to the Property unmarketable or uninsurable. Seller agrees to use due diligence, good faith and its best efforts in attempting to remove such Title Defects. Seller shall cure Title Defects in the nature of liens or judgments if they are capable of being paid or discharged by the payment of money or the posting of a bond. In the event Seller for any reason shall be unable to cure one or more of the Title Defects by the expiration of the Financing Period, including any extension thereof, or to convey to Buyer title to the Property at the Closing in accordance with the provisions of this Agreement, Buyer shall have the right, but not the obligation, to attempt to cure such Title Defects for an additional thirty (30) days after the expiration of the Financing Period, including any extension thereof. If, after the expiration of either period, as the case may be, the Title Defects cannot be cured, or if Seller is unable to convey to Buyer title to the Property at the Closing in accordance with the provisions of this Agreement, Buyer shall have the following rights: (i) to accept whatever title Seller is able to convey without any abatement or reduction in the Purchase Price, in which case Seller shall convey such title to Buyer, or (ii) to reject title. Buyer shall not be entitled to any other rights or remedies. If Buyer shall reject title under subsection (ii) above, this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit and interest accrued thereon, if any, and the parties shall be released of any and all liability to each other except for those obligations which specifically survive termination of this agreementAgreement. In the event Buyer proceeds to close, the exceptions set forth in Schedule B-II of the Title Commitment to which the Buyer has not filed a notice of Title Defect, or which Title Defects Buyer has waived, in writing, shall be collectively referred to as the "Permitted Exceptions." Termination pursuant to this Paragraph 10 shall also be deemed a termination of the Lakeview Okeechobee Agreement, and Escrow Agent shall return the Lakeview Okeechobee Deposit, plus accrued interest, if any, to Lakeview Okeechobee Buyer, the Lakeview Okeechobee Agreement shall be null and void and the parties shall be released of any and all liability to each other except for those obligations which specifically survive termination of the Lakeview Okeechobee Agreement.

CURING TITLE DEFECTS. Seller shall have until sixty (60) days ("Cure Period") from the expiration of the Financing Period, including any extension thereof, to cure all receipt of the Title Defects which, in Objection Notice or the opinion of Buyer or Buyer's counsel, make title Survey Objection Notice to the Property unmarketable or uninsurable. Seller agrees to use due diligence, good faith cure and its best efforts in attempting to remove such Title DefectsObjections. Seller shall be obligated to and shall use diligent effort, including the bringing of necessary suits to cure and remove Title Defects in Objections that render title unmarketable by standards adopted under authority of the nature of liens or judgments if they are capable of being paid or discharged Florida Bar, under Florida Law (as modified by the payment of money or the posting of a bond. In the event Seller for any reason shall be unable to cure one or more of the Title Defects by the expiration of the Financing Period, including any extension thereof, or to convey to Buyer title to the Property at the Closing in accordance with the provisions terms of this Agreement) and the U.S. Department of Justice Standards and Regulations for the preparation of Title Evidence (1970) ("Marketability Defect"). Seller's obligation to cure Marketability Defects: (i) caused by the existence of Title Objections not created by or resulting from the act or omission of Seller; and (ii) affecting only those portions of the Property for which Seller has no title insurance policy insuring its interest, shall include the bringing of necessary suits but shall be limited to the expenditure of $150,000.00 in the aggregate for all such Title Objections. Seller shall not be obligated to remove any of the following interests in the Property held by third parties not affiliated, controlled or owned by Seller: canal, drainage and access easements, utility easements and reservations of interests in mineral rights in the Property; provided, however, the existence of such interest may be objected to by Buyer and, in such event, shall constitute a Title Objection which may be considered by Buyer in determining, during the Inspection Period, whether the Property is suitable for the Buyer's Intended Purposes. If Seller shall not have cured and removed all Title Objections which it is obligated to cure pursuant to this Paragraph by the end of the Cure Period or three (3) business days before December 31, 1998 (the "Outside Closing Date"), whichever occurs first, then with respect to the parcel(s) of the Property affected by the uncured Title Objection(s) which Seller is obligated to cure pursuant to this Paragraph (the "Defect Parcel(s)"), Buyer shall have the right, but not the obligation, to attempt to cure such Title Defects for an additional thirty option of: (30a) days after the expiration of the Financing Period, including any extension thereof. If, after the expiration of either period, as the case may be, the Title Defects cannot be cured, or if Seller is unable to convey to Buyer accepting title to the Property at Defect Parcel(s) as it then is; or (b) designating the Closing Defect Parcel(s) as a Deferred Parcel(s) and requiring Seller to continue to diligently pursue the cure of any Marketability Defect until the Proration Date (as defined in accordance Paragraph 5.3 and thus extending the Cure Period for said amount of time and have Seller place an executed General Warranty Deed(s) (as hereinafter defined) in escrow with the provisions Escrow Agent pursuant to the terms of this Agreement, Buyer shall have the following rights: Escrow Agreement (ias hereinafter defined); or (c) rejecting any Defect Parcels and proceeding to accept whatever title Seller is able to convey without any abatement or Closing on the rest of the Property (other than the Deferred Parcels) with an apportioned reduction in the Purchase PricePrice as provided in Paragraph 1.7; provided, however, if the rejected Defect Parcels exceed in which case the aggregate 1,000 acres of the Property, then Seller shall convey such title to Buyer, or (ii) to reject title. Buyer shall not be entitled to any other rights or remedies. If Buyer shall reject title under subsection (ii) above, may terminate this Agreement shall terminate, Buyer and the Earnxxx Xxxey Deposit shall be entitled immediately returned to a refund of the Deposit Buyer and interest accrued thereon, if any, and the parties shall be released of any and all liability to each other except for those obligations which specifically survive termination of thereafter this agreement. In the event Buyer proceeds to close, the exceptions set forth in Schedule B-II of the Title Commitment to which the Buyer has not filed a notice of Title Defect, or which Title Defects Buyer has waived, in writing, shall be collectively referred to as the "Permitted Exceptions." Termination pursuant to this Paragraph 10 shall also be deemed a termination of the Lakeview Agreement, and Escrow Agent shall return the Lakeview Deposit, plus accrued interest, if any, to Lakeview Buyer, the Lakeview Agreement shall be null and void and neither party shall have any further liability to the parties other under this Agreement; or. (d) declining to accept title to the Defect Parcel(s), whereupon this Agreement shall be released of terminated and the Earnxxx Xxxey Deposit shall be immediately returned to Buyer and thereafter this Agreement shall be null and void and neither party shall have any and all further liability to each the other except for those obligations which specifically survive termination of the Lakeview under this Agreement.

CURING TITLE DEFECTS. Seller shall have until In the expiration event that the condition of title of the Financing PeriodProperty as set forth in the Title Commitment is not acceptable to Buyer, including any extension thereofand Buyer gives the Title Notice to Seller, to cure all Seller shall, within five (5) days after receipt of the Title Defects whichNotice, notify Buyer in writing (the opinion “Seller’s Title Notice”) as to which of Buyer or Buyer's counselthe Title Defects, make title if any, Seller, at Seller’s sole cost and expense, will undertake promptly to eliminate to the Property unmarketable or uninsurable. Seller agrees to use due diligence, good faith and its best efforts in attempting to remove such Title Defects. Seller shall cure Title Defects in the nature reasonable satisfaction of liens or judgments if they are capable of being paid or discharged by the payment of money or the posting of a bondBuyer. In the event Seller for any reason shall be unable elects not to cure one or more of the Title Defects by the expiration of the Financing Period, including any extension thereof, or to convey to Buyer title to the Property at the Closing in accordance with the provisions of this Agreement, Buyer shall have the right, but not the obligation, to attempt to cure eliminate all such Title Defects for an additional thirty to the reasonable satisfaction of Buyer, or if Seller fails to respond to Buyer within such five (305) day period, then, in any of such events, Buyer shall, at its option, within three (3) days after the expiration earlier of the Financing Period, including any extension thereof. If, after the expiration of either period, as the case may be, the Title Defects cannot be cured, or if Seller is unable to convey to Buyer title to the Property at the Closing in accordance with the provisions of this Agreement, Buyer shall have the following rights: (i) to accept whatever title Seller is able to convey without any abatement or reduction in the Purchase Price, in which case Seller shall convey such title to Buyer, receipt of Seller’s Title Notice or (ii) expiration of the five (5) day period if Seller has failed to reject title. Buyer respond, elect in writing either to (a) proceed to the applicable Closing subject to the Title Defects which Seller has not agreed to cure, in which event said objections shall not be entitled deemed to be waived for all purposes, or (b) terminate this Agreement by giving notice thereof to Seller and the parties hereto shall thereafter be relieved of any other rights and all further rights, liabilities and obligations under this Agreement except to the extent that any right, obligation or remediesliability set forth herein expressly survives termination of this Agreement. If Buyer shall reject title under subsection does not notify Seller of its election within such three (ii3) above, this Agreement shall terminateday period, Buyer shall be entitled deemed to a refund of have waived its objections and shall proceed to the Deposit and interest accrued thereon, if any, and the parties shall be released of any and all liability applicable Closing subject to each other except for those obligations which specifically survive termination of this agreement. In the event Buyer proceeds to close, the exceptions set forth in Schedule B-II of the Title Commitment to Defects which the Buyer Seller has not filed a notice of Title Defect, or which Title Defects Buyer has waived, in writing, shall be collectively referred agreed to as the "Permitted Exceptionscure." Termination pursuant to this Paragraph 10 shall also be deemed a termination of the Lakeview Agreement, and Escrow Agent shall return the Lakeview Deposit, plus accrued interest, if any, to Lakeview Buyer, the Lakeview Agreement shall be null and void and the parties shall be released of any and all liability to each other except for those obligations which specifically survive termination of the Lakeview Agreement.