Common use of Notice of Objections Clause in Contracts

Notice of Objections. Within thirty (30) days of Xxxxx’s receipt from the Title Company of a Title Commitment for any of the parcels of Real Property, Buyer shall deliver to Seller a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same, along with Xxxxx’s notice to Seller of any of the exceptions to title set forth on Schedule B of such Title Commitment to which Buyer objects (such notice of Buyer being referred to as the “Objection Notice”) provided such exceptions (a) are not Permitted Liens, (b) pertain to the Buyer or any requirements, conditions or obligations of the Buyer, (c) are matters of record and set forth in the Title Commitment and adversely restrict or prevent the use of the Real Property in the operation of the System and (d) are not standard Title Company exceptions (such as the “survey” exception) (such exceptions objected to in the Objection Notice, provided the same are not as described in (a) through and including (d) aforesaid, being referred to as the “Title Objection Items”). The Buyer shall include a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same in the Objection Notice. If Buyer provides the Seller with an Objection Notice, the Seller shall use its commercially reasonable efforts to have all of the Title Objection Items cured, satisfied or released of record, or insured over, by the Title Company (individually, “Cure” and collectively, “Cured”) before or as of the Closing. At or before the Closing, the Seller shall deliver written evidence to Buyer, in form and substance reasonably satisfactory to Buyer, evidencing that Seller has Cured all such Title Objection Items. For avoidance of doubt, Xxxxx acknowledges that no item listed in clauses (a) through and including (d) aforesaid, may be objected to by Xxxxx as a Title Objection Item.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Notice of Objections. Within thirty (30) days of Xxxxx’s 's receipt from the Title Company of a Title Commitment for any of the parcels of Real Property, Buyer shall deliver to Seller a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same, along with Xxxxx’s 's written notice to Seller of any of the exceptions to title set forth on Schedule B of such Title Commitment to which Buyer objects (such written notice of Buyer being referred to as the “Objection Notice”) provided such exceptions (a) are not Permitted Liens, (b) pertain to the Buyer or any requirements, conditions or obligations of the Buyer, and (c) are matters of record and set forth in the Title Commitment and adversely restrict or prevent the use of the Real Property in the operation of the System and (d) are not standard Title Company exceptions (such as the “survey” exception) (such exceptions objected to in the Objection Notice, provided the same are not as described in (a) through and including (dc) aforesaid, being referred to as the “Title Objection Items”). The Buyer Any Objection Notice shall include a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same in same. In the Objection Notice. If event that Buyer provides the Seller with an Objection Notice, the Seller shall use its commercially reasonable efforts to have all of the Title Objection Items cured, satisfied or released of record, or insured over, by the Title Company record (individually, “Cure” and collectively, “Cured”) before prior to or as of the Closing. At or before prior to the Closing, the Seller shall deliver written evidence to Buyer, in form and substance reasonably satisfactory to Buyer, evidencing that Seller has Cured all such Title Objection Items. In the event that Seller is unable to Cure any Title Objection Item per this Section 6.02(a), Seller or Municipality shall indemnify Buyer for such inability per the terms of Article VIII hereof. For avoidance of doubt, Xxxxx acknowledges that no item listed in clauses (a) through and including (dc) aforesaid, may be objected to by Xxxxx as a Title Objection Item.

Appears in 1 contract

Samples: Asset Purchase Agreement

Notice of Objections. Within thirty forty five (3045) days of XxxxxBuyer’s receipt from the Title Company of a Title Commitment for any Seller (or the Abstractor) of the parcels of Real Propertyinformation described in 6.05(a), Buyer shall deliver to Seller a truenotice identifying the Liens, correct restrictions and complete copy limitations on the Easements that, in Buyer’s reasonable opinion, could materially and adversely restrict or prevent the use of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed Easements in the same, along with Xxxxx’s notice to Seller of any operation of the exceptions to title set forth on Schedule B of such Title Commitment to which Buyer objects System, (such notice of Buyer being referred to as the an Easement Objection Notice”) provided such exceptions ). Buyer shall not be permitted to include in its Easement Objection Notice any Liens, restrictions and limitations that: (a) are not Permitted Liens, (b) pertain to the Buyer or any requirements, conditions or obligations of the Buyer, or (c) are matters of record and set forth in the Title Commitment Abstractor’s search results that do not, in Buyer’s reasonable opinion, materially and adversely restrict or prevent the use of the Real Property Easements in the operation of the System and (d) are not standard Title Company exceptions (such as specifically including mortgages or other instruments securing indebtedness incurred by the “survey” exceptionowner of the land burdened by the Easement) (such exceptions objected to in the Objection Notice, provided the same are not as described in (a) through and including (d) aforesaid, being referred to as the “Title Easement Objection Items”). The Buyer shall include a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same in the Objection Notice. .” If Buyer provides the Seller with an Easement Objection Notice, the Seller shall use its commercially reasonable efforts to have all of the Title Easement Objection Items curedCured, satisfied or released of record, or insured over, by the Title Company (individually, “Cure” and collectively, “Cured”) before prior to or as of the Closing. At or before prior to the Closing, the Seller shall deliver written evidence to Buyer, in form and substance reasonably satisfactory to Buyer, evidencing that Seller has Cured all objections identified in the Easement Objection Notice. In the event that Seller is unable to Cure any such Title Objection Items. For avoidance of doubtItem per this Section 6.05(b), Xxxxx acknowledges that no item listed in clauses Seller shall: (ai) through grant Buyer a license per Section 6.05(d); and including (dii) aforesaid, may be objected Seller’s obligation to by Xxxxx as a Title Objection Itemassign such Easements to Buyer per Section 2.01(a) shall survive Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Notice of Objections. Within thirty (30) days Business Days of XxxxxBuyer’s receipt from of the Title Company of a Title Commitment for any of the parcels of Real Property, Buyer shall deliver to Seller a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the sameTitle Commitment, along with XxxxxBuyer’s notice to Seller of any of the exceptions to title set forth on Schedule B of such the Title Commitment to which Buyer objects (such notice of Buyer being the “Objection Notice”). The exceptions listed in the Title Objection Notice are referred to as the “Title Objection Notice”) provided such exceptions Items.” None of the following are Title Objection Items: (a) are not Permitted Liens, (b) items that pertain to the Buyer or any requirements, conditions or obligations of the Buyer, (c) are matters of record and that are set forth in the Title Commitment and adversely restrict or prevent the use of the Real Property in the operation of the System and (d) are not standard Title Company exceptions (such as the “survey” exception) (such exceptions objected to in the Objection Notice, provided the same are not as described in (a) through and including (d) aforesaid, being referred to as the “Title Objection Items”). The Buyer shall Any Objection Notice which does not include a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same in the Objection NoticeTitle Commitment is void. If Buyer provides the Seller with an Objection Notice, the Seller shall use its commercially reasonable efforts to have all of the Title Objection Items cured, satisfied or released of record, or insured bond over, by the Title Company (individually, “Cure” and collectively, or “Cured”) before or as of the Closing. At or before the Closing, the Seller shall deliver written evidence to Buyer, in form and substance reasonably satisfactory to BuyerBuyer and at Seller’s cost and expense, evidencing that Seller has Cured all such Title Objection Items. For avoidance of doubt, Xxxxx acknowledges that no item listed in clauses (a) through and including (d) aforesaid, may be objected to by Xxxxx as a Title Objection Item.

Appears in 1 contract

Samples: Sanitary Sewer Asset Purchase Agreement

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