Common use of New Title Matters Clause in Contracts

New Title Matters. At any time prior to Closing, Buyer shall have the right to obtain an updated Title Commitment. If, after the effective date of the most-recently updated Title Commitment new adverse matters are revealed by any update of the Title Commitment (collectively, “New Matters”), Buyer shall have the right to submit to Seller additional Objections, provided that such new Objections must be submitted by Buyer on or prior to the date that is the earlier to occur of (a) the Closing Date, or (b) the date that is five (5) days after Buyer’s receipt of such update, as applicable. If Buyer timely notifies Seller in writing of such New Matters, Seller, in Seller’s sole discretion, may, but shall have no obligation to, cure such New Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such New Matters, which Seller may so do in its sole discretion, unless Seller, within five (5) days after receipt of Objections from Buyer, shall deliver a notice indicating whether Seller will attempt to cure (whether by removal or by endorsement or other method reasonably acceptable to Buyer) or refuses to cure such New Matters. If Seller’s Notice indicates that Seller refuses to cure said New Matters (or if Seller is deemed to refuse to cure said New Matters), Buyer may (a) terminate this Agreement within two (2) business days after (i) receipt of such notice from Seller, or (ii) if no such notice is given by Seller, the date that Seller is deemed to have given notice that Seller refuses to cure such New Matters (which shall be deemed to have occurred on the date that is five (5) days after receipt of Buyer’s Objections to the New Matters), and in either event the Exxxxxx Money shall be returned to Buyer, and neither party shall have further rights or obligations pursuant to this Agreement, except for the Termination Surviving Obligations; or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such New Matters and shall accept the Property subject thereto, in which event there shall be no reduction in the Purchase Price. If applicable, the Closing shall be extended to provide Seller and Buyer with the full response periods provided in this Section 3.4.

New Title Matters. At any time prior to ClosingIf following the Effective Date, Buyer shall have become aware that title to the right Property is subject to obtain an updated Title Commitment. Ifencumbrances other than the Permitted Exceptions (herein, after the effective date of the most-recently updated Title Commitment new adverse matters are revealed by any update of the Title Commitment (collectively, a “New MattersTitle Matter”), then Buyer shall have the right to submit to Seller additional Objections, provided that such new Objections must be submitted by Buyer on or prior to the date that is the earlier to occur of (a) the Closing Date, or (b) the date that is five (5) days after Buyer’s receipt of such update, as applicable. If Buyer timely notifies notify Seller in writing of such New MattersTitle Matter. Seller shall pay off, satisfy, discharge, cure and/or remove, at or before Closing, any New Title Matter that is or relates to: (i) deeds of trust and/or mortgages, mechanic’s liens or other monetary liens or encumbrances on the Property, (ii) property taxes and assessments that may become delinquent prior to Closing, or (iii) exceptions or encumbrances to title which are affirmatively created by Seller after the date of this Agreement other than exceptions or encumbrances to be created in accordance with the terms of this Agreement (the foregoing being defined as “Removal Items"). With respect to any New Title Matter that is not a Removal Item, Buyer may either (i) proceed to close the acquisition of the Property in accordance with the terms hereof notwithstanding such New Title Matter, without any adjustment in the Purchase Price or the creation of any liability on the part of Seller, in which event Buyer shall be deemed to have waived any claim it may otherwise have against Seller based on any such New Title Matter, or (ii) promptly give Seller written notice of its objection thereto, in which event Seller may, in Seller’s sole and absolute discretion, may, but elect to postpone the Closing for not more than thirty (30) days and attempt to cure or remove such New Title Matter. The parties acknowledge and agree that Seller shall have no obligation toto cure or remove any New Title Matter that is not a Removal Item, unless and until Seller agrees in writing to Buyer to cure or remove such New Matters on Title Matter. If Seller does not agree to cure or prior to Closing. remove the New Title Matter, Seller shall be deemed notify Buyer in writing within fifteen (15) days after receipt of Buyer’s notice of the New Title Matter. Buyer may elect to have given terminate this Agreement by giving written notice to Buyer that Seller refuses to cure any such New Matters, which Seller may so do in its sole discretion, unless Seller, within five (5) days after receipt of Objections from Buyer, shall deliver a notice indicating whether Seller advises Buyer that Seller will attempt not undertake to cure (whether by removal or by endorsement or other method reasonably acceptable to Buyer) or refuses to cure remove such New Matters. If Seller’s Notice indicates that Seller refuses to cure said New Matters (or if Seller is deemed to refuse to cure said New Matters)Title Matter, Buyer may (a) terminate this Agreement within two (2) business days after (i) and upon receipt of such notice of termination from Seller, or (ii) if no such notice is given by SellerBuyer, the date that Seller is deemed to have given notice that Seller refuses to cure such New Matters (which shall be deemed to have occurred on the date that is five (5) days after receipt of Buyer’s Objections to the New Matters), and in either event the Exxxxxx Money Deposit shall be returned to Buyer, Buyer and neither party Seller nor Buyer shall have any further rights or obligations pursuant to under this Agreement, except for Buyer’s obligation to perform the Termination Surviving Obligations; or (b) if Continuing Obligations and subject to the parties respective rights under Sections 3.2 and 3.3 in the event of a default by the other party. Failure by Buyer fails to so terminate, Buyer send to send a notice of termination within such five-day period shall be deemed to have waived such approval of the New Matters and shall accept the Property subject thereto, in which event there shall be no reduction in the Purchase Price. If applicable, the Closing shall be extended to provide Seller and Buyer with the full response periods provided in this Section 3.4Title Matter.

New Title Matters. At any time prior to ClosingIf following the Effective Date, Buyer shall have become aware that title to the right Property is subject to obtain an updated Title Commitment. Ifencumbrances other than the Permitted Exceptions (herein, after the effective date of the most-recently updated Title Commitment new adverse matters are revealed by any update of the Title Commitment (collectively, a “New MattersTitle Matter”), then Buyer shall have the right to submit to Seller additional Objections, provided that such new Objections must be submitted by Buyer on or prior to the date that is the earlier to occur of (a) the Closing Date, or (b) the date that is five (5) days after Buyer’s receipt of such update, as applicable. If Buyer timely notifies notify Seller in writing of such New MattersTitle Matter. Seller shall pay off, satisfy, discharge, cure and/or remove, at or before Closing, any New Title Matter that is or relates to: (i) deeds of trust and/or mortgages, mechanic’s liens or other monetary liens or encumbrances on the Property, (ii) property taxes and assessments that may become delinquent prior to Closing, or (iii) exceptions or encumbrances to title which are affirmatively created by Seller after the date of the Grant without Buyer’s written approval (the foregoing being defined as “Removal Items”). With respect to any New Title Matter that is not a Removal Item, Buyer may either (i) proceed to close the acquisition of the Property in accordance with the terms hereof notwithstanding such New Title Matter, without any adjustment in the Purchase Price or the creation of any liability on the part of Seller, in which event Buyer shall be deemed to have waived any claim it may otherwise have against Seller based on any such New Title Matter, or (ii) promptly give Seller written notice of its objection thereto, in which event Seller may, in Seller’s sole and absolute discretion, may, but elect to postpone the Closing for not more than thirty (30) days and attempt to cure or remove such New Title Matter. The parties acknowledge and agree that Seller shall have no obligation toto cure or remove any New Title Matter that is not a Removal Item, unless and until Seller agrees in writing to Buyer to cure or remove such New Matters on Title Matter. If Seller does not agree to cure or prior to Closing. remove the New Title Matter, Seller shall be deemed notify Buyer in writing within fifteen (15) days after receipt of Buyer’s notice of the New Title Matter. Buyer may elect to have given terminate this Agreement by giving written notice to Buyer that Seller refuses to cure any such New Matters, which Seller may so do in its sole discretion, unless Seller, within five (5) days after receipt of Objections from Buyer, shall deliver a notice indicating whether Seller advises Buyer that Seller will attempt not undertake to cure (whether by removal or by endorsement or other method reasonably acceptable to Buyer) or refuses to cure remove such New Matters. If Seller’s Notice indicates that Seller refuses to cure said New Matters (or if Seller is deemed to refuse to cure said New Matters)Title Matter, Buyer may (a) terminate this Agreement within two (2) business days after (i) and upon receipt of such notice of termination from Seller, or (ii) if no such notice is given by SellerBuyer, the date that Seller is deemed to have given notice that Seller refuses to cure such New Matters (which shall be deemed to have occurred on the date that is five (5) days after receipt of Buyer’s Objections to the New Matters), and in either event the Exxxxxx Money Deposit shall be returned to Buyer, Buyer and neither party Seller nor Buyer shall have any further rights or obligations pursuant to under this Agreement, except for Buyer’s obligation to perform the Termination Surviving Obligations; or (b) if Continuing Obligations and subject to the parties respective rights under Sections 3.2 and 3.3 in the event of a default by the other party. Failure by Buyer fails to so terminate, Buyer send a notice of termination within such five-day period shall be deemed to have waived such approval of the New Matters and shall accept the Property subject thereto, in which event there shall be no reduction in the Purchase Price. If applicable, the Closing shall be extended to provide Seller and Buyer with the full response periods provided in this Section 3.4Title Matter.

New Title Matters. At any time prior to Closing, Buyer shall have the right to obtain an updated Title Commitment. If, after the effective date of the most-recently updated Title Commitment new adverse matters are revealed by any update of the Title Commitment (collectively, “New Matters”), Buyer shall have the right to submit to Seller additional Objections, provided that such new Objections must be submitted by Buyer on or prior to the date that is the earlier to occur of (a) the Closing Date, or (b) the date that is five (5) days after Buyer’s receipt of such update, as applicable. If Buyer timely notifies Seller in writing of such New Matters, Seller, in Seller’s sole discretion, may, but shall have no obligation to, cure such New Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such New Matters, which Seller may so do in its sole discretion, unless Seller, within five (5) days after receipt of Objections from Buyer, shall deliver a notice indicating whether Seller will attempt to cure (whether by removal or by endorsement or other method reasonably acceptable to Buyer) or refuses to cure such New Matters. If Seller’s Notice indicates that Seller refuses to cure said New Matters (or if Seller is deemed to refuse to cure said New Matters), Buyer may (a) terminate this Agreement within two (2) business days after (i) receipt of such notice from Seller, or (ii) if no such notice is given by Seller, the date that Seller is deemed to have given notice that Seller refuses to cure such New Matters (which shall be deemed to have occurred on the date that is five (5) days after receipt of Buyer’s Objections to the New Matters), and in either event the Exxxxxx Xxxxxxx Money shall be returned to Buyer, and neither party shall have further rights or obligations pursuant to this Agreement, except for the Termination Surviving Obligations; or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such New Matters and shall accept the Property subject thereto, in which event there shall be no reduction in the Purchase Price. If applicable, the Closing shall be extended to provide Seller and Buyer with the full response periods provided in this Section 3.4.

New Title Matters. At any time prior to Closing, Buyer shall have the right to obtain an updated Title Commitment. If, If after the effective date of the most-recently updated Title Commitment new adverse matters are revealed by any update of the Title Commitment (collectively, “New Matters”), Buyer shall have the right to submit to Seller additional Objections, provided that such new Objections must be submitted by Buyer on or prior to the date that is the earlier to occur of (a) the Closing Date, or (b) the date that is five (5) days after Buyer’s receipt of such update, as applicable. If Buyer timely notifies Seller in writing of such New Matters, Seller, in Seller’s sole discretion, may, but shall have no obligation to, cure such New Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such New Matters, which Seller may so do in its sole discretion, unless Seller, within five (5) days after receipt of Objections from Buyer, shall deliver a notice indicating whether Seller will attempt to cure (whether by removal or by endorsement or other method reasonably acceptable to Buyer) or refuses to cure such New Matters. If Seller’s Notice notice indicates that Seller refuses to cure said New Matters (or if Seller is deemed to refuse to cure said New Matters), Buyer may (a) terminate this Agreement within two (2) business days after (i) receipt of such notice from Seller, or (ii) if no such notice is given by Seller, the date that Seller is deemed to have given notice that Seller refuses to cure such New Matters (which shall be deemed to have occurred on the date that is five (5) days after receipt of Buyer’s Objections to the New Matters), and in either event the Exxxxxx Money shall be returned to Buyer, and neither party shall have further rights or obligations pursuant to this Agreement, except for the Termination Surviving Obligations; or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such New Matters and shall accept the Real Property and the Property subject thereto, in which event there shall be no reduction in the Purchase Price. If applicable, the Closing shall be extended to provide Seller and Buyer with the full response periods provided in this Section 3.4.

New Title Matters. At any time prior to Closing, Buyer shall have the right to obtain an updated Title Commitment. If, after the effective date of the most-recently updated Title Commitment new adverse matters are revealed by (a) If any update of the Title Commitment (collectively, “or the New Matters”), Buyer shall have the right to submit to Seller additional Objections, provided that such new Objections must be submitted Survey obtained by Buyer on or Purchaser prior to Closing shall show any exceptions that are not Permitted Exceptions or contain any additional requirements not shown in the date that is the earlier Title Commitment to occur of (a) the Closing Date, or (b) the date that is five (5) days after Buyer’s receipt of such update, as applicable. If Buyer timely notifies Seller in writing of such New Matters, Seller, in Seller’s sole discretion, may, but shall have no obligation to, cure such New Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such New Matters, which Seller may so do in its sole discretion, unless Seller, Purchaser objects within five (5) business days after following Purchaser’s receipt of Objections notice thereof together with legible copies of related recorded documents, Seller shall have three (3) business days from Buyerreceipt of Purchaser’s written objection notice to notify Purchaser which additional matters Seller agrees to cure, provided that Seller’s failure to provide any written notice shall deliver a be deemed requisite notice indicating whether Seller will attempt to cure (whether by removal or by endorsement or other method reasonably acceptable to Buyer) or refuses to cure such New Mattersnone. If Seller’s Notice indicates that Seller refuses to cure said New Matters (or if Seller is deemed to refuse to cure said New Matters), Buyer may (a) terminate this Agreement within Purchaser shall then have two (2) business days after from receipt of Seller’s notice of which additional matters Seller agrees to cure to either (i) receipt accept by written notice to Seller the status of such notice from title, subject to Seller’s obligation to cure any matters that Seller has agreed to cure and subject to Title Insurer’s obligation to insure over any matters over which Title Insurer has agreed to insure (if Title Insurer has so agreed and the same is reasonably acceptable to Purchaser), or to waive the additional matters and proceed to Closing, or (ii) if no such terminate this Agreement by written notice is given by to Seller, the date that Seller is deemed to have given notice that Seller refuses to cure such New Matters (which shall be deemed to have occurred on the date that is five (5) days after receipt of Buyer’s Objections to the New Matters), and in either the event of such termination the Exxxxxx Xxxxxxx Money (less Purchaser’s share of any escrow charges) shall be returned to Buyer, Purchaser and neither party the parties shall have no further rights rights, liabilities or obligations pursuant to under this Agreement, except for the Termination Surviving Obligations; or Agreement (other than those that expressly survive termination). (b) if Buyer fails If Purchaser does not terminate this Agreement as a result of the application of the provisions referenced to so terminate, Buyer shall be deemed to have waived such New Matters and shall accept the Property subject thereto, in which event there shall be no reduction in the Purchase Priceprevious sentence, then (i) this Agreement shall remain in full force and effect in accordance with its terms, and (ii) Purchaser shall have no right to terminate this Agreement and to receive a refund of the Xxxxxxx Money for any matter described in this Section. If applicableNotwithstanding the foregoing, all Seller Liens must be satisfied by Seller on or prior to the Closing shall be extended to provide Seller and Buyer with the full response periods provided in this Section 3.4Date.