Common use of New Title Matters Clause in Contracts

New Title Matters. If after the Title Objection Period has expired a new title exception not shown on the PTR Package arises that would materially and adversely affect Developer’s use of the real property in question or the Project Site and that is not a Permitted Exception and is not caused by Developer or its Affiliates, then Developer may object to such new exception by notice to the Agency given within five (5) Business Days after Developer receives written notice from the Title Company of the new exception. If Developer fails to object within such period, then the new exception will be deemed to be a Permitted Exception. If Developer does object then the Agency may elect in the Agency’s sole discretion, at its cost, to remove any new exceptions created by the Agency that are not Permitted Exceptions before the close of Escrow, or to remove or otherwise cause the Title Company not to show any other new exception on the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Agency does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Agency elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to (i) terminate this DDA as to the affected property by notice to the Agency delivered within ten (10) days after Developer receives the Agency’s notice that it has elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Agency can proceed to market the property to others without any cost reimbursement or other obligation to Developer, or (ii) accept title to the property in question subject to such exception. If Developer fails to so terminate within the ten (10) day period, then it shall be deemed to have elected clause (ii) above. Exceptions that the Agency elects not to remove, or is deemed to have elected not to remove, and that Developer elects to accept, or is deemed to have accepted, are also Permitted Exceptions.

New Title Matters. If following the Effective Date, Buyer shall become aware that title to the Property is subject to encumbrances other than the Permitted Exceptions (herein, a “New Title Matter”), then Buyer shall notify Seller in writing of such New Title 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 Title Objection Period has expired a new title exception not shown on the PTR Package arises that would materially and adversely affect Developer’s use date of the real property in question or Grant without Buyer’s written approval (the Project Site and foregoing being defined as “Removal Items”). With respect to any New Title Matter that is not a Permitted Exception 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, 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 to cure or remove any New Title Matter that is not caused a Removal Item, unless and until Seller agrees in writing to Buyer to cure or remove such New Title Matter. If Seller does not agree to cure or remove the New Title Matter, Seller shall notify Buyer in writing within fifteen (15) days after receipt of Buyer’s notice of the New Title Matter. Buyer may elect to terminate this Agreement by Developer or its Affiliates, then Developer may object to such new exception by giving written notice to the Agency given Seller within five (5) Business Days days after Developer receives written Seller advises Buyer that Seller will not undertake to cure or remove such New Title Matter, and upon receipt of such notice of termination from Buyer, the Title Company Deposit shall be returned to Buyer and neither Seller nor Buyer shall have any further obligations under this Agreement, except Buyer’s obligation to perform the Continuing Obligations and subject to the parties respective rights under Sections 3.2 and 3.3 in the event of a default by the new exceptionother party. If Developer fails Failure by Buyer to object send a notice of termination within such period, then the new exception will be deemed to be a Permitted Exception. If Developer does object then the Agency may elect in the Agency’s sole discretion, at its cost, to remove any new exceptions created by the Agency that are not Permitted Exceptions before the close of Escrow, or to remove or otherwise cause the Title Company not to show any other new exception on the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Agency does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Agency elects not to remove the exception or fails to respond within the thirty (30) five-day period, then Developer shall have the right to (i) terminate this DDA as to the affected property by notice to the Agency delivered within ten (10) days after Developer receives the Agency’s notice that it has elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Agency can proceed to market the property to others without any cost reimbursement or other obligation to Developer, or (ii) accept title to the property in question subject to such exception. If Developer fails to so terminate within the ten (10) day period, then it period shall be deemed to have elected clause (ii) above. Exceptions that approval of the Agency elects not to remove, or is deemed to have elected not to remove, and that Developer elects to accept, or is deemed to have accepted, are also Permitted ExceptionsNew Title Matter.

New Title Matters. If after the Title Objection Period has expired a new title exception not shown on the PTR Package arises that would materially and adversely affect Developer’s use of the real property in question or the Project Site and that is not a Permitted Exception and is not caused by Developer or its Affiliates, then Developer may object to such new exception by notice to the Agency Authority given within five (5) Business Days after Developer Xxxxxxxxx receives written notice from the Title Company of the new exception. If Developer fails to object within such period, then the new exception will be deemed to be a Permitted Exception. If Developer does object then the Agency Authority may elect in the AgencyAuthority’s sole and absolute discretion, at its cost, to remove any new exceptions created by the Agency Authority that are not Permitted Exceptions before the close of Escrow, or to remove or otherwise cause the Title Company not to show any other new exception on the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Agency Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If such exception is caused by the Agency Authority’s breach of the Authority’s Title Covenant set forth in Section 10.2.2 above, such breach shall be subject to the terms of Section 16.2.2(d) below. If the Authority elects not to remove the exception exception, or fails to respond within the thirty (30) day period, then Developer shall have the right to (i) terminate this DDA as to the affected property by notice to the Agency Authority delivered within ten (10) days after Developer receives the AgencyAuthority’s notice that it has elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Agency Authority can proceed to market the property to others without any cost reimbursement or other obligation to DeveloperDeveloper except as specifically provided in Section 6.3 of the Financing Plan, or (ii) upon written notice provided to Authority within ten (10) days of Authority’s election not to remove the exception or failure to respond, diligently proceed to take such actions necessary to remove the exception, which may include obtaining an endorsement insuring over such exception subject to such conditions and requirements imposed by Title Company (and so long as Developer is diligently proceeding with removal of the title exception, such delay in close of Escrow shall be considered an event of Excusable Delay), (iii) accept title to the property in question subject to such exception. If Developer fails to so terminate or elect to cure within the ten (10) day period, then it shall be deemed to have elected clause (iiiii) above. Exceptions that the Agency Authority elects not to remove, or is deemed to have elected not to remove, and that Developer elects to accept, or is deemed to have accepted, are also Permitted Exceptions.

New Title Matters. If following the Effective Date, Buyer shall become aware that title to the Property is subject to encumbrances other than the Permitted Exceptions (herein, a “New Title Matter”), then Buyer shall notify Seller in writing of such New Title 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 Objection Period has expired a new title exception not shown on the PTR Package arises that would materially and adversely affect Developer’s use of the real property in question or the Project Site and Matter that is not a Permitted Exception 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, 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 to cure or remove any New Title Matter that is not caused a Removal Item, unless and until Seller agrees in writing to Buyer to cure or remove such New Title Matter. If Seller does not agree to cure or remove the New Title Matter, Seller shall notify Buyer in writing within fifteen (15) days after receipt of Buyer’s notice of the New Title Matter. Buyer may elect to terminate this Agreement by Developer or its Affiliates, then Developer may object to such new exception by giving written notice to the Agency given Seller within five (5) Business Days days after Developer receives written Seller advises Buyer that Seller will not undertake to cure or remove such New Title Matter, and upon receipt of such notice of termination from Buyer, the Title Company Deposit shall be returned to Buyer and neither Seller nor Buyer shall have any further obligations under this Agreement, except Buyer’s obligation to perform the Continuing Obligations and subject to the parties respective rights under Sections 3.2 and 3.3 in the event of a default by the new exceptionother party. If Developer fails Failure by Buyer to object send to send a notice of termination within such period, then the new exception will be deemed to be a Permitted Exception. If Developer does object then the Agency may elect in the Agency’s sole discretion, at its cost, to remove any new exceptions created by the Agency that are not Permitted Exceptions before the close of Escrow, or to remove or otherwise cause the Title Company not to show any other new exception on the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Agency does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Agency elects not to remove the exception or fails to respond within the thirty (30) five-day period, then Developer shall have the right to (i) terminate this DDA as to the affected property by notice to the Agency delivered within ten (10) days after Developer receives the Agency’s notice that it has elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Agency can proceed to market the property to others without any cost reimbursement or other obligation to Developer, or (ii) accept title to the property in question subject to such exception. If Developer fails to so terminate within the ten (10) day period, then it period shall be deemed to have elected clause (ii) above. Exceptions that approval of the Agency elects not to remove, or is deemed to have elected not to remove, and that Developer elects to accept, or is deemed to have accepted, are also Permitted ExceptionsNew Title Matter.

New Title Matters. If after the Title Objection Period has expired a new title exception not shown on the PTR Package arises that would materially and adversely affect Developer’s use of the real property in question or the Project Site and that is not a Permitted Exception and is not caused by Developer or its Affiliates, then Developer may object to such new exception by notice to the Agency Authority given within five (5) Business Days after Developer receives written notice from the Title Company of the new exception. If Developer fails to object within such period, then the new exception will be deemed to be a Permitted Exception. If Developer does object then the Agency Authority may elect in the AgencyAuthority’s sole and absolute discretion, at its cost, to remove any new exceptions created by the Agency Authority that are not Permitted Exceptions before the close of Escrow, or to remove or otherwise cause the Title Company not to show any other new exception on the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Agency Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If such exception is caused by the Agency Authority’s breach of the Authority’s Title Covenant set forth in Section 10.2.2 above, such breach shall be subject to the terms of Section 16.2.2(d) below. If the Authority elects not to remove the exception exception, or fails to respond within the thirty (30) day period, then Developer shall have the right to (i) terminate this DDA as to the affected property by notice to the Agency Authority delivered within ten (10) days after Developer receives the AgencyAuthority’s notice that it has elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Agency Authority can proceed to market the property to others without any cost reimbursement or other obligation to DeveloperDeveloper except as specifically provided in Section 6.3 of the Financing Plan, or (ii) upon written notice provided to Authority within ten (10) days of Authority’s election not to remove the exception or failure to respond, diligently proceed to take such actions necessary to remove the exception, which may include obtaining an endorsement insuring over such exception subject to such conditions and requirements imposed by Title Company (and so long as Developer is diligently proceeding with removal of the title exception, such delay in Close of Escrow shall be considered an event of Excusable Delay), (iii) accept title to the property in question subject to such exception. If Developer fails to so terminate or elect to cure within the ten (10) day period, then it shall be deemed to have elected clause (iiiii) above. Exceptions that the Agency Authority elects not to remove, or is deemed to have elected not to remove, and that Developer elects to accept, or is deemed to have accepted, are also Permitted Exceptions.