Common use of Curing Title Matters Clause in Contracts

Curing Title Matters. Notwithstanding anything herein to the contrary, the Seller Parties shall be deemed to have removed, satisfied or cured a Material Title Exception or Mandatory Removal Exception if, at the Seller Parties’ sole cost and expense, the Seller Parties, jointly and severally, shall either: (i) take such Actions as are necessary to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception or Mandatory Removal Exception; (ii) in the case of Properties located in the United States, Mexico or Canada, cause the Title Company to remove such Material Title Exception or Mandatory Removal Exception as an exception to the Title Policy issued at Closing or agree to, subject to the reasonable approval of the Purchaser Parties, affirmatively insure against the same, whether such removal or insurance is made available in consideration of payment, bonding, indemnity of the Seller Parties or otherwise; or (iii) other than with respect to a Debt Removal Exception, deliver (A) the Seller Parties’ own funds (or direct that a portion of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, be delivered), in an amount needed to fully discharge any such Material Title Exception or Mandatory Removal Exception, to the Title Company with instructions for the Title Company to apply such funds to fully discharge same and the Title Company agrees to remove the same from the Title Policy, and (B) in the case of Properties located in the United States, Mexico or Canada, if required by the Title Company, such instruments, in recordable form, as are necessary to enable the Title Company to discharge such Material Title Exception or Mandatory Removal Exception of record. Other than with respect to a Debt Removal Exception the extent that funds are needed to cure any Mandatory Removal Exception or Material Title Exception, the Seller Parties shall have the right to direct that any portion of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, being paid at the Closing to be delivered to the applicable title company to cure same.

Curing Title Matters. Notwithstanding anything herein to the contrary, the Seller Parties shall be deemed to have removed, satisfied or cured a Material Title Exception or Mandatory Removal Exception if, in Seller’s sole and absolute discretion and at Seller’s (or the Seller Parties’ applicable Core Subsidiary’s) sole cost and expenseexpense (and only to the extent of Seller’s direct or indirect percentage ownership in such Core Subsidiary), the Seller Parties, jointly and severally, shall either: (i) take such Actions actions as are necessary to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception or Mandatory Removal Exception; (ii) in the case of Properties located in the United States, Mexico or Canada, cause the Title Company to remove such Material Title Exception or Mandatory Removal Exception as an exception to title in the Title Policy Commitment or policy issued at Closing or agree to, subject to the reasonable approval of the Purchaser Parties, affirmatively insure against the same, whether such removal or insurance is made available in consideration of payment, bonding, indemnity of the Seller Parties or otherwise; or (iii) other than with respect to a Debt Removal Exception, deliver (A) Seller’s (or the Seller Parties’ applicable Core Subsidiary’s) own funds (or direct that a portion of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, be delivered), in an amount needed to fully discharge any such Material Title Exception or Mandatory Removal Exception, to the Title Company with instructions for the Title Company to apply such funds to fully discharge same and the Title Company agrees to remove the same from the Title Policysame, and (B) in the case of Properties located in the United States, Mexico or Canada, if required by the Title Company, such instruments, in recordable form, as are necessary to enable the Title Company to discharge such Material Title Exception or Mandatory Removal Exception of record. Other than ; or (iv) agree to indemnify the Purchaser Parties for any Losses incurred by the Purchaser Parties arising out of such matter by entering into an amendment to this Agreement, provided with respect to this clause (iv) that (x) such indemnification obligation will be considered an obligation under this Agreement guaranteed by the Parent Guaranty and (y) Seller shall have first used its commercially reasonable efforts to cure the matter in a Debt Removal Exception manner described in clauses (i) – (iii) above. Seller shall use its commercially reasonable efforts to remove of record mortgages encumbering Core Properties that relate to loans that have been satisfied. To the extent that funds are needed to cure any Mandatory Removal Exception or Material Title Exception, the Seller Parties shall have the right to direct that cause any portion of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, being paid at the Closing to be delivered to the applicable title company Title Company to cure same.

Curing Title Matters. Notwithstanding anything herein to the contrarycontrary and except as contemplated by Section 2.4(g)(iv), the Seller Parties shall be deemed to have removed, satisfied or cured a Material Title Exception or Mandatory Removal Exception if, in the applicable Seller Party’s sole and absolute discretion and at the Seller Parties’ Parties (or the applicable Purchased Entity’s) sole cost and expense, the Seller Parties, jointly and severally, shall either: (i) take such Actions as are necessary to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception or Mandatory Removal Exception; (ii) in the case of Properties located in the United States, Mexico or Canada, cause the Title Company any applicable title company to remove such Material Title Exception or Mandatory Removal Exception as an exception to the title in any new Title Policy Commitment or policy issued at Closing or such other date as expressly provided herein or, with respect only to an owner’s title insurance policy (it being agreed that affirmative coverage shall not be an adequate cure with respect to any lenders’ title insurance policy) agree to, subject to the reasonable approval of the Purchaser Parties, affirmatively insure against the same, whether such removal or insurance is made available in consideration of payment, bonding, indemnity of the Seller Parties or otherwise; or (iii) other than with respect to a Debt Removal Exception, deliver (A) the Seller Parties’ Parties (or the applicable Purchased Entity’s) own funds (or direct that a portion of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, be delivered), in an amount needed to fully discharge any such Material Title Exception or Mandatory Removal Exception, to the Title Company with instructions for the Title Company to apply such funds to fully discharge same and the Title Company agrees to remove the same from the Title Policysame, and (B) in the case of Properties located in the United States, Mexico or Canada, if required by the Title Company, such instruments, in recordable form, as are necessary to enable the Title Company to discharge such Material Title Exception or Mandatory Removal Exception of record. Other than ; or (iv) if approved by Purchaser, which approval may be withheld, delayed or conditioned in Purchaser’s sole discretion, agree to indemnify Purchaser for any Losses incurred by Purchaser arising out of such matter by entering into an amendment to this Agreement, provided with respect to this clause (iv) that the applicable Seller Party shall have first used its Commercially Reasonable Efforts to cure the matter in a Debt Removal Exception manner described in clauses (i) through (iii) above. Within one hundred eighty (180) days following the later of the Closing or Purchaser’s receipt of the applicable Title Commitment, the Seller Parties shall cause to be removed of record mortgages encumbering Properties identified on such Title Commitment that relate to loans that have been satisfied at or prior to the Closing. To the extent that funds are needed to cure any Mandatory Removal Exception or Material Title Exception, the Seller Parties shall have the right to direct that any portion of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, being paid at the Closing to be delivered to the applicable title company Title Company to cure same.

Curing Title Matters. Notwithstanding anything herein to the contrary, the Seller Parties shall be deemed to have removed, satisfied or cured a Material Title Exception or Mandatory Removal Exception if, at the Seller Parties’ ' sole cost and expense, the Seller Parties, jointly and severally, shall either: (i) take such Actions as are necessary to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception or Mandatory Removal Exception; (ii) in the case of Properties located in the United States, Mexico or Canada, cause the Title Company to remove such Material Title Exception or Mandatory Removal Exception as an exception to the Title Policy issued at Closing or agree to, subject to the reasonable approval of the Purchaser Parties, affirmatively insure against the same, whether such removal or insurance is made available in consideration of payment, bonding, indemnity of the Seller Parties or otherwise; or (iii) other than with respect to a Debt Removal Exception, deliver (A) the Seller Parties’ ' own funds (or direct that a portion of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, be delivered), in an amount needed to fully discharge any such Material Title Exception or Mandatory Removal Exception, to the Title Company with instructions for the Title -- \\DC - 088650/000238 - 6521921 v16 Company to apply such funds to fully discharge same and the Title Company agrees to remove the same from the Title Policy, and (B) in the case of Properties located in the United States, Mexico or Canada, if required by the Title Company, such instruments, in recordable form, as are necessary to enable the Title Company to discharge such Material Title Exception or Mandatory Removal Exception of record. Other than with respect to a Debt Removal Exception the extent that funds are needed to cure any Mandatory Removal Exception or Material Title Exception, the Seller Parties shall have the right to direct that any portion of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, being paid at the Closing to be delivered to the applicable title company to cure same.

Curing Title Matters. Notwithstanding anything herein to the contrarycontrary and except as contemplated by Section 2.4(g)(iv), the Seller Parties shall be deemed to have removed, satisfied or cured a Material Title Exception or Mandatory Removal Exception if, in the applicable Seller Party’s sole and absolute discretion and at the Seller Parties’ sole cost and expense, the Seller Parties, jointly and severally, shall either: (i) take such Actions as are necessary to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception or Mandatory Removal Exception; (ii) in the case of Properties located in the United States, Mexico or Canada, cause the Title Company any applicable title company to remove such Material Title Exception or Mandatory Removal Exception as an exception to the title in any new Title Policy Commitment or policy issued at a Closing or such other date as expressly provided herein or, with respect only to an owner’s title insurance policy (it being agreed that affirmative coverage shall not be an adequate cure with respect to any lenders’ title insurance policy), agree to, subject to the reasonable approval of the Purchaser Parties, affirmatively insure against the same, whether such removal or insurance is made available in consideration of payment, bonding, indemnity of the Seller Parties or otherwise; or (iii) other than with respect to a Debt Removal Exception, deliver (A) the applicable Seller Parties’ own funds (or direct that a portion of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, applicable Closing Consideration be delivered), in an amount needed to fully discharge any such Material Title Exception or Mandatory Removal Exception, to the Title Company with instructions for the Title Company to apply such funds to fully discharge same and the Title Company agrees to remove the same from the Title Policysame, and (B) in the case of Properties located in the United States, Mexico or Canada, if required by the Title Company, such instruments, in recordable form, as are necessary to enable the Title Company to discharge such Material Title Exception or Mandatory Removal Exception of record. Other than ; or (iv) if approved by Purchaser, which approval may be withheld, delayed or conditioned in Purchaser’s sole discretion, agree to indemnify Purchaser for any Losses incurred by Purchaser arising out of such matter by entering into an amendment to this Agreement, provided with respect to this clause (iv) that the applicable Seller Party shall have first used its Commercially Reasonable Efforts to cure the matter in a Debt Removal Exception manner described in clauses (i) through (iii) above. Within one hundred eighty (180) days following the later of the Closing or Purchaser’s receipt of the applicable Title Commitment, the Seller Parties shall cause to be removed of record mortgages encumbering Properties identified on such Title Commitment that relate to loans that have been satisfied at or prior to the Closing. To the extent that funds are needed to cure any Mandatory Removal Exception or Material Title Exception, the Seller Parties shall have the right to direct that any portion of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, Closing Consideration being paid at the Closing to be delivered to the applicable title company Title Company to cure same.