Common use of Failure of Seller to Correct Objectionable Title Matters Clause in Contracts

Failure of Seller to Correct Objectionable Title Matters. 5.2.1 Within five (5) business days after receiving a timely notice of objections, provided by Purchaser pursuant to Subsection 5.1, Seller will, after review such objections in good faith, and notify Purchaser in writing which Title Matters Seller will attempt to cure, satisfy or remove, provided however, after reviewing the objections in good faith, Seller shall have no obligation to cure, satisfy or remove any Title Matter objected to by Purchaser, except for those Title Matters listed in Subsection 5.2.2 below. Seller’s failure to so notify Purchaser will be deemed to be Seller’s notice that it will not cure, satisfy or remove any Title Matters properly objected to by Purchaser. In the event Seller elects to cure less than all of the Title Matters properly objected to by Purchaser, Purchaser shall have the option to (i) waive such objections and proceed to Closing or (ii) terminate this Agreement within five (5) business days from Seller’s notification that Seller elects to cure less than all of the Title Matters properly objected to by Purchaser. In the event such Title Matters that Seller agrees to cure or has an obligation to cure pursuant to Subsection 5.2.2 hereof, have not been cured, satisfied or removed on or before the Closing Date, and are not of a nature customarily cured or satisfied at Closing, then the Closing Date shall be extended for a period not to exceed five (5) days to allow Seller to cure such Title Matter(s); provided, however, that except as provided in Subsection 5.2.2, in no event shall Seller be required to expend any money in connection with the satisfaction, correction or cure of (or efforts to satisfy, correct or cure) Title Matters. Following such extension of the Closing Date, Seller’s failure to cure, satisfy or remove any Title Matter it agrees to cure pursuant to Subsection 5.2.2 hereof shall be a default hereunder. Notwithstanding the foregoing, Purchaser shall not have the right to request the termination of the Coinmach Laundry Lease dated September 17, 1998. 5.2.2 Notwithstanding anything herein to the contrary, Seller shall be obligated to remove or discharge (i) any money charge, deed of trust, deed to secure debt, mortgage or lien arising out of or relating to any contract or agreement entered into by Seller, Seller’s agents or contractors, and (ii) any other Title Matter which first appears after the date of the Title Commitment and is intentionally or voluntarily placed on the Property by Seller. Should Seller fail to do so, Purchaser will be entitled to cure and remove such Title Matter, and all of Purchaser’s cost and expense incurred in connection with such cure shall be deducted from and credited against the Purchase Price.

Failure of Seller to Correct Objectionable Title Matters. 5.2.1 Within five (5) business days after receiving a timely notice of objections, provided by Purchaser pursuant If Seller elects to Subsection 5.1, Seller will, after review such objections in good faith, and notify Purchaser in writing which Title Matters Seller will attempt to cure, satisfy or remove, provided however, after reviewing the objections in good faithcure any objections, Seller shall have no obligation be entitled to cure, satisfy one or remove any Title Matter objected to by Purchaser, except for those Title Matters listed in Subsection 5.2.2 below. Seller’s failure to so notify Purchaser will be deemed to be Seller’s notice that it will not cure, satisfy or remove any Title Matters properly objected to by Purchaser. In the event Seller elects to cure less than all more reasonable adjournments of the Title Matters properly objected Closing of up to by Purchaser, Purchaser shall have but not beyond the option to thirtieth (i30th) waive such objections and proceed to Closing or (ii) terminate this Agreement within five (5) business days from Seller’s notification that Seller elects to cure less than all of day following the Title Matters properly objected to by Purchaser. In the event such Title Matters that Seller agrees to cure or has an obligation to cure pursuant to Subsection 5.2.2 hereof, have not been cured, satisfied or removed on or before initial date set for the Closing Date, and are not of a nature customarily cured or satisfied at Closing, then the Closing Date shall be extended for a period not to exceed five (5) days to allow Seller to cure attempt such Title Matter(s)cure; provided, however, that except as provided in Subsection 5.2.2for Monetary Objections, in no event Seller shall Seller not be required obligated to expend any money in connection with the satisfactionsums, correction commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not to cure of (any exceptions to title to which Purchaser has objected or efforts if, after electing to satisfy, correct or cure) Title Matters. Following such extension of the Closing Date, Seller’s failure attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or remove otherwise cure any Title Matter it agrees such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) to accept title to the Property subject to such exceptions as if Purchaser had not objected thereto and without reduction of the Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, or (iii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure pursuant any objection or of Seller’s determination, having previously elected to Subsection 5.2.2 hereof attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall be a default hereunder. Notwithstanding return the foregoing, Purchaser shall not have the right Xxxxxxx Money to request the termination of the Coinmach Laundry Lease dated September 17, 1998Purchaser). 5.2.2 Notwithstanding anything herein to the contrary, Seller shall be obligated to remove or discharge (i) any money charge, deed of trust, deed to secure debt, mortgage or lien arising out of or relating to any contract or agreement entered into by Seller, Seller’s agents or contractors, Seller and (ii) any other Title Matter which first appears after the date of the Title Commitment and or is intentionally or voluntarily placed on the Property by SellerSeller (collectively “Monetary Objections”). Should Seller fail to do so, Purchaser will be entitled to either (i) cure and remove such Title MatterMonetary Objections, and all of Purchaser’s cost and expense incurred in connection with such cure shall be deducted from and credited against the Purchase PricePrice or (ii) terminate this Agreement upon written notice to Seller.

Failure of Seller to Correct Objectionable Title Matters. 5.2.1 5.7.1 Within five three (53) business days Business Days after receiving a timely notice of objections, provided by Purchaser objections pursuant to Subsection 5.1Section 5.6, Seller will, after review such objections in good faith, and will notify Purchaser in writing which Title Matters Matters, if any, Seller will attempt cure, satisfy or remove. If Seller does not provide a written response within such three (3) Business Day period, then Seller shall be deemed to have elected not to cure any of Purchaser’s objections (except for Mandatory Cure Items as defined in Section 5.7.2). Subject to the express terms of this Agreement, Seller has no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released of record at Closing the Mandatory Cure Items. In the event Seller elects to cure less than all of the Title Matters properly objected to by Purchaser, Purchaser shall have the option to: (i) waive such objections as to the Title Matters that Seller has not elected to cure and proceed to Closing, or (ii) terminate this Agreement, such option to be exercised within two (2) Business Days from the date of Seller’s actual or deemed notification that Seller elects to cure less than all of the Title Matters properly objected to by Purchaser, and if Purchaser elects to terminate this Agreement, neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination. Seller’s failure to cure, satisfy or removeremove prior to Closing any Title Matter it has agreed to cure, provided however, after reviewing satisfy or remove pursuant to this Section 5.7.1 or is obligated to cure pursuant to Section 5.7.2 hereof shall be a default hereunder. Notwithstanding anything herein to the objections in good faithcontrary, Seller shall have no obligation be permitted to extend the Closing Date for up to an additional ninety (90) days in order to cure, satisfy or remove any Title Matter objected it has agreed to cure, satisfy or remove pursuant to this Section 5.7.1 or any Mandatory Cure Items that Seller is obligated to cure pursuant to Section 5.7.2. 5.7.2 Other than with respect to current real estate taxes against the Property (which will be prorated in accordance with the terms hereof), notwithstanding anything herein to the contrary, Seller shall be obligated to remove or discharge the following: any deed of trust, deed to secure debt, mortgage, financing statements, security interests, mechanics’ liens and real estate tax arrearages encumbering the Property due to the actions of Seller (collectively “Mandatory Cure Items”); provided, however, that Seller shall not be obligated to cure any lien or encumbrance caused by or arising from Purchaser’s inspections of the Property. 5.7.3 In the event that any update(s) of the Title Commitment or Updated Survey delivered after the date that Purchaser’s objections are required to be made under Section 5.6 discloses any material adverse matters not set forth in the original Title Commitment or the Updated Survey, then no later than five (5) Business Days after Purchaser’s receipt of the updated Title Commitment or update to the Updated Survey, as applicable, Purchaser shall give written notice (the “Additional Title Notice”) to Seller of any such Title Matters disapproved by Purchaser. If Purchaser does not deliver the Additional Title Notice to Seller within the time-period set forth above, except for those then Purchaser shall be deemed to have waived any objections to such matters disclosed in the updated Title Matters listed Commitment or update of the Updated Survey, as applicable, and such matters shall be considered Permitted Exceptions. In no event shall Seller intentionally cause any material adverse matters to affect title to the Property after the Execution Date without Purchaser’s prior consent. 5.7.4 Within three (3) Business Days after receiving the Additional Title Notice pursuant to Section 5.7.3, Seller will notify Purchaser in Subsection 5.2.2 below. writing which Title Matters, if any, Seller will cure, satisfy or remove and Seller’s failure to so notify Purchaser will be deemed to be Seller’s notice that it will not cure, satisfy or remove any Title Matters raised in the Additional Title Notice properly objected to by Purchaser. In the event Seller elects to cure less than all of the Title Matters properly objected to by Purchaser, then Purchaser shall have the option to to: (i) waive such objections as to the Title Matters that Seller has not elected to cure and proceed to Closing Closing, or (ii) terminate this Agreement Agreement, such option to be exercised within five two (52) business days from following the date of Seller’s actual or deemed notification that Seller elects to cure less than all of the Title Matters properly objected to by Purchaser. In the event such Title Matters that Seller agrees to cure or has an obligation to cure pursuant to Subsection 5.2.2 hereof, have not been cured, satisfied or removed on or before the Closing Date, and are not of a nature customarily cured if Purchaser elects to terminate this Agreement, neither party shall have any further rights or satisfied at Closingobligations under this Agreement except those which expressly survive termination. Notwithstanding anything herein to the contrary, then Seller shall be permitted to extend the Closing Date shall be extended for a period not up to exceed five an additional thirty (530) days to allow Seller to cure such Title Matter(s); provided, however, that except as provided in Subsection 5.2.2, in no event shall Seller be required to expend any money in connection with the satisfaction, correction or cure of (or efforts to satisfy, correct or cure) Title Matters. Following such extension of the Closing Date, Seller’s failure order to cure, satisfy or remove any Title Matter it agrees has agreed to cure cure, satisfy or remove pursuant to Subsection 5.2.2 hereof shall be a default hereunder. Notwithstanding the foregoing, Purchaser shall not have the right to request the termination of the Coinmach Laundry Lease dated September 17, 1998this Section 5.7.4. 5.2.2 Notwithstanding anything herein to the contrary, Seller shall be obligated to remove or discharge (i) any money charge, deed of trust, deed to secure debt, mortgage or lien arising out of or relating to any contract or agreement entered into by Seller, Seller’s agents or contractors, and (ii) any other Title Matter which first appears after the date of the Title Commitment and is intentionally or voluntarily placed on the Property by Seller. Should Seller fail to do so, Purchaser will be entitled to cure and remove such Title Matter, and all of Purchaser’s cost and expense incurred in connection with such cure shall be deducted from and credited against the Purchase Price.

Failure of Seller to Correct Objectionable Title Matters. 5.2.1 Within five (5) business days after receiving a timely notice of objections, provided by Purchaser pursuant If Seller elects to Subsection 5.1, Seller will, after review such objections in good faith, and notify Purchaser in writing which Title Matters Seller will attempt to cure, satisfy or remove, provided however, after reviewing the objections in good faithcure any objections, Seller shall have no obligation be entitled to cure, satisfy one or remove any Title Matter objected to by Purchaser, except for those Title Matters listed in Subsection 5.2.2 below. Seller’s failure to so notify Purchaser will be deemed to be Seller’s notice that it will not cure, satisfy or remove any Title Matters properly objected to by Purchaser. In the event Seller elects to cure less than all more reasonable adjournments of the Title Matters properly objected Closing of up to by Purchaser, Purchaser shall have but not beyond the option to thirtieth (i30th) waive such objections and proceed to Closing or (ii) terminate this Agreement within five (5) business days from Seller’s notification that Seller elects to cure less than all of day following the Title Matters properly objected to by Purchaser. In the event such Title Matters that Seller agrees to cure or has an obligation to cure pursuant to Subsection 5.2.2 hereof, have not been cured, satisfied or removed on or before initial date set for the Closing Date, and are not of a nature customarily cured or satisfied at Closing, then the Closing Date shall be extended for a period not to exceed five (5) days to allow Seller to cure attempt such Title Matter(s)cure; provided, however, that except as provided in Subsection 5.2.2for Monetary Objections, in no event Seller shall Seller not be required obligated to expend any money in connection with the satisfactionsums, correction commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not to cure of (any exceptions to title to which Purchaser has objected or efforts if, after electing to satisfy, correct or cure) Title Matters. Following such extension of the Closing Date, Seller’s failure attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or remove otherwise cure any Title Matter it agrees such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) to accept title to the Property subject to such exceptions as if Purchaser had not objected thereto and without reduction of the Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure pursuant any objection or of Seller’s determination, having previously elected to Subsection 5.2.2 hereof attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections, or (iii) to terminate this Agreement on or before the Inspection Date (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall be a default hereunder. Notwithstanding return the foregoing, Purchaser shall not have the right Xxxxxxx Money to request the termination of the Coinmach Laundry Lease dated September 17, 1998Purchaser). 5.2.2 Notwithstanding anything herein to the contrary, Seller shall be obligated to remove or discharge (i) any money charge, deed of trust, deed to secure debt, mortgage or lien arising out of or relating to any contract or agreement entered into by Seller, Seller’s agents or contractors, Seller and (ii) any other Title Matter which first appears after the date of the Title Commitment and or is intentionally or voluntarily placed on the Property by SellerSeller (collectively “Monetary Objections”). Should Seller fail to do so, Purchaser will be entitled to either (i) cure and remove such Title MatterMonetary Objections, and all of Purchaser’s cost and expense incurred in connection with such cure shall be deducted from and credited against the Purchase PricePrice or (ii) terminate this Agreement upon written notice to Seller.