Legal Review Period Sample Clauses

Legal Review Period. Seller has delivered to Buyer a title insurance commitment dated March 3, 2005 ("Title Commitment") with respect to the Property from Tri-State Commercial Closings, Inc. and a survey of the Property last revised on August 10, 2005 (the "Survey") prepared by VIKA, Incorporated. All of the matters set forth on such Title Commitment and Survey shall be deemed to be "Permitted Exceptions" hereunder (other than the printed exceptions, which shall not constitute Permitted Exceptions). Buyer has requested Commonwealth Land Title Insurance Company, c/o Commercial Settlements, Inc. ("Title Company") prepare a title commitment and to deliver said title commitment to Buyer not later than November 18, 2005. When issued, such title commitment shall thereafter constitute the Title Commitment hereunder. In the event that any matters of title or survey that are specified in any update of such Title Commitment or Survey with respect to the Property (a "New Title Matter") were not in the original Title Commitment, then Buyer shall notify Seller in writing of any such title or survey matter to which Buyer objects (the "Title Notice") within five (5) business days after Buyer's receipt of such update. If Buyer does so notify Seller of a New Title Matter objectionable to Buyer within the prescribed time set forth above, Seller shall have five (5) business days in which to determine whether to cure the defect or other matter so objected to by Buyer and to notify Buyer in writing of Seller's decision in this regard. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required or obligated to expend any amount of money or take any other action to cure any defect or other matter, except that Seller will cause to be paid off and released at or prior to Closing any deed of trust encumbering title to the Property, any other lien securing a monetary obligation and any matter affecting title caused to be recorded by Seller after the date of this Agreement that is not expressly permitted by this Agreement (collectively, the "Seller Encumbrances"). If Seller is unable or elects not to cure, to the reasonable satisfaction of Buyer, the New Title Matter (other than a Seller Encumbrance) objected to by Buyer (and Buyer shall not be required to accept affirmative title insurance as a cure), then Buyer shall have the right, as its sole remedy on account thereof, to either (i) waive such New Title Matter and take title to the Property without any adjustment in the P...
Sample 1
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Legal Review Period. After the Effective Date, Buyer shall have the right to obtain a current survey according to the Buyer's requirements ("Survey") and a title insurance commitment with legible copies of all exceptions stated therein ("Title Commitment") with respect to the Property. On or before a date which is the earlier of (i) 15 calendar days after the later of Buyer's receipt of the Survey or Buyer's receipt of the Title Commitment, or (ii) the date on which the Study Period expires, Buyer shall notify Seller in writing of any defect in title to the Property or of any other matter which is indicated on the Survey or Title Commitment to which Buyer objects. If Buyer does so notify Seller of a defect in title or other matter objectionable to Buyer within the prescribed time, Seller shall have 15 calendar days in which to determine whether to cure the defect or other matter so objected to by Buyer and to notify Buyer of Seller's decision in this regard; however, Seller shall not be required or obligated to expend any amount of money or take any other action to cure such defect or other matter. If Seller is unable to cure the defect or other matter so objected to by Buyer to the reasonable satisfaction of Buyer, Buyer shall have the right (i) to waive such defect or other matter and take title to the Property without any adjustment in the Purchase Price, or (ii) to terminate this Agreement and receive a return of the Deposit. In all events, Seller will cause to be paid off and released any mortgage or deed of trust encumbering title to the Property at closing, provided that if Seller is unable to obtain a release of any mortgage or deed of trust through payment of Seller's net proceeds of sale (and Seller is unable or unwilling to pay any additional amounts necessary to obtain such release), then Seller shall have the option
Sample 1
Legal Review Period. Buyer has obtained a current title insurance commitment Xx. 0000000, dated November 15, 2006 (“Title Commitment”) with respect to the Property (together with legible copies of all exception documents). Subject to Seller taking the actions on Schedule 2.04, the Title Commitment is acceptable to Buyer. In all events, at or before closing, Seller will cause to be paid off and released any mortgage or deed of trust or other consensual monetary lien created or assumed by Seller and encumbering title to the Property or any mechanics lien created or assumed by Seller (but specifically excluding Item 11 of Schedule B to the Title Commitment which shall be a Permitted Exception), and in connection with the closing Seller shall take the actions set forth on Schedule 2.04 attached hereto. Notwithstanding anything in this Agreement to the contrary: (u) Buyer shall not have the right to object to the fact that one of the tax parcels comprising a portion of the Property encompasses both a portion of the Property and certain real property located immediately adjacent to the Property and owned by a third party (such fact, the “Tax Parcel Matter”); (v) Seller shall not have any obligation to take any action with respect to the Tax Parcel Matter; (w) the Tax Parcel Matter shall be a Permitted Exception (as defined herein); (x) Buyer shall not have the right to object to the fact that there exists a restriction on the use of the Property for certain uses (including, without limitation, dental offices, medical offices and clinics) (the “Restriction”) in that certain Declaration of Covenants, Restrictions and Conditions, recorded April 28, 1983 as document number 26586204 (the “Restriction Agreement”); (y) Seller shall not have any obligation to take any action with respect to the Restriction or the Restriction Agreement; and (z) the Restriction and the Restriction Agreement shall be Permitted Exceptions.
Sample 1
Legal Review Period i In the event Purchaser fails to deliver a notice of termination pursuant to Section 6(B), Purchaser shall be deemed to have automatically waived any objection to the state of title to the Project as set forth in any title insurance commitment received by Purchaser prior to the expiration of the Due Diligence Period ("Title Commitment") with respect to the Project or to any matter shown on any Survey Purchaser has obtained prior to the expiration of the Due Diligence Period ("Survey") with respect to the Project.
Sample 1

Related to Legal Review Period

  • Legal Review Upon the Executive’s submission of appropriate itemized proof and verification of reasonable and customary legal fees incurred by the Executive in obtaining legal advice associated with the review, preparation, approval, and execution of this Agreement, the Company shall pay for up to $10,000.00 of such legal fees subject to receipt of appropriate proof and verification of such legal fees no later than sixty (60) days of receipt of an invoice for legal services from the Executive and/or his attorneys. To be eligible for reimbursement, the invoice must be submitted no later than ninety (90) days after the legal fees are incurred.

  • Review Period The Asset Representations Reviewer will complete the Review of all of the Review Receivables within sixty (60) days after having received access to the Review Materials pursuant to Section 3.2(a). However, if additional Review Materials are provided to the Asset Representations Reviewer in respect of any Review Receivables pursuant to Section 3.2(b), the Review period will be extended for an additional thirty (30) days in respect of any such Review Receivables.

  • Study Period (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement.

  • Title Review During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitments and the Surveys. Seller shall have no obligation to cure title objections except liens of an ascertainable amount created by, under or through Seller, or assumed by Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such liens; provided, however, that the foregoing requirement to discharge liens shall not apply to liens on any tenant’s leasehold estate. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser’s consent (if requested, such consent shall not be unreasonably withheld or delayed). The term “Permitted Exceptions” shall mean: (A) the exceptions (i) that are part of the promulgated title insurance form for each Title Commitment, (ii) that the Title Company is unable to remove under applicable insurance regulations, (iii) that the Title Company has not agreed to remove from the Title Commitments notwithstanding that Seller has delivered the Title Affidavits to the Title Company, (iv) that Purchaser consents to, or is deemed to have consented to, as of the end of the Title and Survey Review Period and (v) that Seller is not required to remove as provided above; (B) matters created by, through or under Purchaser; (C) items shown on the Surveys which have not been removed as of the end of the Inspection Period (or if Purchaser does not obtain new Surveys, all matters that current, accurate surveys of the Property would show); (D) real estate taxes not yet due and payable; (E) rights of tenants under the Leases; and (F) any encumbrances relating to the Property created by, though or under any tenant of the Property that does not render title to such Property unmarketable, provided such tenant is not otherwise in default under its Lease.

  • Inspection Period Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

  • Annual Review The Board of Directors during the Contract Period shall review annually, or at more frequent intervals which the Board of Directors determines is appropriate, the Executive’s compensation and shall award the Executive additional compensation to reflect the Executive’s performance, the performance of the Company and competitive compensation levels, all as determined in the discretion of the Board of Directors.

  • Questions About Review The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Review Report from the Indenture Trustee or the Servicer until the earlier of (i) the payment in full of the Notes and (ii) one year after the delivery of the Review Report. The Asset Representations Reviewer will not be obligated to respond to questions or requests for clarification from a Noteholder or any other Person and will direct such Persons to submit written questions or requests to the Indenture Trustee.

  • Asset Review Period The Asset Representations Reviewer will complete the Asset Review of all of the Asset Review Receivables within sixty (60) days of receiving access to the Asset Review Materials under Section 3.3(a). However, if additional Asset Review Materials are provided to the Asset Representations Reviewer in accordance with Section 3.3(b), the Asset Review period will be extended for an additional thirty (30) days.

  • Review The AML Compliance Officer shall be responsible for reviewing, no less frequently than annually, the AML training described herein. AUDIT

  • Counsel Review Executive acknowledges that he has had the opportunity to consult with independent counsel with respect to the negotiation, preparation, and execution of this Agreement.

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