Objections. If Purchaser has an objection to items disclosed in the Commitment or Survey, then Purchaser may give Seller written notice of its objections no less than two (2) Business Days prior to the expiration of the Inspection Period. Any exception to title identified in the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 shall be deemed accepted by Purchaser. If Purchaser gives timely written notice of its objections, then Seller shall notify Purchaser in writing within one (1) Business Day after receipt of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling to cure, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Price.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
Objections. If During the Title Objection Period, Purchaser has an objection may deliver to items disclosed Seller its objections in writing to any liens, encumbrances and other matters reflected by the Title Commitment or Surveythe Survey (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may give Seller written notice of its objections no less than two elect either: (2i) Business Days prior to if the expiration of the Inspection Period. Any exception to title defects identified in the Commitment Objection Notice have or Survey not would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the manner Business or Seller Properties, and within Seller cannot thereafter cure or remove the time same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period specified in of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Section 6 shall be deemed accepted Agreement by Purchaser. If Purchaser gives timely written notice to Seller given to Seller on or before the earlier to occur of its objections(a) five Business Days after such 60-day period and (b) the cure of such item, then Seller shall notify Purchaser in writing within one (1) Business Day after receipt time being of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objectionsessence with respect thereto. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing cure Objection Matters except financing liens of an ascertainable amount created by Seller Seller, any exceptions or encumbrances to title which are deemed voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not to designated as Non-Permitted Exceptions shall be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such notice purpose) shall be a failure of termination on or before such date shall constitute a Purchaser’s waiver of any title objections that Seller is unwilling to cure, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Price.closing condition under Section 10.1(b) below:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Attis Industries Inc.), Asset Purchase Agreement (Attis Industries Inc.)
Objections. If Purchaser has an objection shall have the right to items disclosed in the Commitment or Survey, then Purchaser may give Seller deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of its objections no less than two such Update (2) Business Days prior it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the expiration items set forth therein). Failure of the Inspection PeriodPurchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. Any exception to title identified in the Commitment or Survey All such items that are not objected to by Purchaser in the manner a timely delivered and within the time period specified in this Section 6 valid Title Objection Notice shall be deemed accepted by Purchaserto be Permitted Exceptions. If Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser gives timely written notice properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of its objectionssuch title exception. Except as set forth herein, then Seller Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within one fifteen (115) Business Day days after receipt of Purchaser’s notice (“Seller’s Cure Period”) from Purchaser regarding such exceptions whether Seller elects Sellers elect to attempt to remove or to cause the Title Company to insure against the same. Seller’s cure any such exceptions, and Sellers’ failure to deliver such written notice in a timely manner shall constitute Seller’s be deemed an election by Sellers not to remove or cure Purchaser’s title objectionssuch exceptions. Seller If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have no obligation elected not to expend remove or cure any money, such exceptions (or are deemed to incur any contractual have elected not to remove or other obligations, or to institute any litigation in pursuing its efforts other than to removecure such exceptions), and Seller hereby covenants if any such exception can reasonably be expected to remove (so that it no longer burdens have, individually or in the Property)aggregate, at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Perioda Material Adverse Effect, then Purchaser shall elect not later than one notify Sellers within fifteen (115) day Business Days after the expiration receipt of Seller’s Cure Period, but in any event on such notice (or before expiration date of the Inspection Perioddeemed election, as its sole and exclusive remedy applicable), whether Purchaser elects to either: (i) terminate this Agreement, in which case the Xxxxxxx Money shall be refunded Agreement or to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to ClosingClosing taking title subject to such title exceptions and waiving any claim on account of such exception. Purchaser’s failure Failure of Purchaser to give provide such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling to cure, and such title objections in a timely manner shall be deemed Permitted Exceptions, an election by Purchaser to proceed to Closing taking title subject to such title exceptions and Closing shall occur as provided in this Agreement without waiving any reduction claim on account of or credit against the Sales Pricesuch exception.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Hcp, Inc.), Purchase and Sale Agreement (Emeritus Corp\wa\)
Objections. If During the Title Objection Period, Purchaser has an objection may deliver to items disclosed Seller its objections in writing to any liens, encumbrances and other matters reflected by the Title Commitment or Surveythe Survey (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may give Seller written notice of its objections no less than two elect either: (2i) Business Days prior to if the expiration of the Inspection Period. Any exception to title defects identified in the Commitment Objection Notice have or Survey not would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the manner Business or Seller Properties, and within Seller cannot thereafter cure or remove the time same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period specified in of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Section 6 shall be deemed accepted Agreement by Purchaser. If Purchaser gives timely written notice to Seller given to Seller on or before the earlier to occur of its objections(a) five Business Days after such 60-day period and (b) the cure of such item, then Seller shall notify Purchaser in writing within one (1) Business Day after receipt time being of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objectionsessence with respect thereto. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing cure Objection Matters except financing liens of an ascertainable amount created by Seller Seller, any exceptions or encumbrances to title which are deemed voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not to designated as Non-Permitted Exceptions shall be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such notice purpose) shall be a failure of termination on or before such date shall constitute a Purchaser’s waiver of any title objections that Seller is unwilling to cure, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Price.closing condition under Section 10.1(b) below: -39-
Appears in 2 contracts
Objections. If Purchaser has Buyer shall have the right to deliver one or more written notices (each, a "Title Objection Notice") to Sellers objecting to any items contained in an objection Update which are not Permitted Liens (each such item to items disclosed in the Commitment or Surveywhich Buyer objects being an "Objection"), then Purchaser may give Seller written notice of its objections no less than two within ten (210) Business Days prior after Buyer's receipt of such Update. Failure of Buyer to the expiration of the Inspection Period. Any exception provide a timely Title Objection Notice with respect to title identified any matter contained in the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 an Update (other than Impermissible Defects) shall be deemed accepted by PurchaserBuyer's approval of such item and such item shall thereafter be deemed to be a Permitted Lien. If Purchaser gives timely written notice of its objections, then Seller Sellers shall notify Purchaser Buyer in writing within one ten (110) Business Day Days after receipt of Purchaser’s notice a Title Objection Notice from Buyer regarding such exceptions whether Sellers elect to attempt to remove or cure any Objection set forth in such Title Objection Notice (“Seller’s Cure Period”) whether Seller elects any such matter that Sellers elect to attempt to remove or to cause the Title Company to insure against the same. Seller’s cure being a "Seller Cure Matter"), and Sellers' failure to timely deliver such written notice with respect to any Objection shall constitute Seller’s be deemed an election by Sellers not to remove or cure Purchaser’s title objectionssuch Objection. Seller shall If Sellers notify Buyer that Sellers have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants elected not to remove or cure any Objection (so that it no longer burdens the Propertyor are deemed to have elected not to remove or cure any Objection), at Closing financing liens then Buyer shall notify Sellers within ten (10) Business Days after receipt of an ascertainable amount created by Seller which are such notice (or date of deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Periodelection, as its sole and exclusive remedy applicable), whether Buyer elects to either: (iy) terminate this Agreement, Agreement (in which case the Xxxxxxx Money Deposit, and the interest accrued thereon, shall be refunded returned to PurchaserBuyer and the Parties shall have no further obligations to, and neither party will have or recourse against, each other (except as provided in any further rights or obligations pursuant provision of this Agreement which is expressly stated to survive the termination of this Agreement), other than rights or obligations that expressly survive termination; or (iiz) waive the unsatisfied objection proceed to Closing, taking title subject to such Objection (in which case such Objection shall thereupon become a Permitted Exception) Lien and the Purchase Price shall not be reduced; provided, however, the failure of Buyer to timely provide such notice shall be deemed an election by Buyer to proceed to Closing. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling to cure, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Parkway Properties Inc)
Objections. If Seller fails to deliver a Response Notice by the Response Deadline, Seller shall be deemed to have elected not to cure or otherwise resolve any matter set forth in the Objection Notice. If Purchaser has an objection is dissatisfied with the Response Notice (or Seller's failure to items disclosed deliver a Response Notice), Purchaser may, as its exclusive remedy, elect by written notice given to Seller within three (3) Business Days after the Response Deadline either (a) to accept the Title Documents and Survey with resolution, if any, of the Objections as set forth in the Commitment Response Notice (or Surveyif no Response Notice is tendered, then without any resolution of the Objections) and without any reduction or abatement of the Purchase Price, or (b) to terminate this Contract, in which event the Initial Deposit shall be returned to Purchaser may (upon the performance of Purchaser's obligation under Section 3.5.2 to provide copies to Seller of all Third-Party Reports as a pre-condition to the return of the Deposit to Purchaser). If Purchaser fails to give Seller written notice of its objections no less than two election within three (23) Business Days prior to after the expiration of the Inspection Period. Any exception to title identified in the Commitment or Survey not objected to by Response Deadline, Purchaser in the manner and within the time period specified in this Section 6 shall be deemed accepted by Purchaser. If Purchaser gives timely written notice of its objections, then Seller shall notify Purchaser to have elected to terminate this Contract as provided in writing within one clause (1b) Business Day after receipt of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objectionsabove. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing cure title objections except liens of an ascertainable amount created by by, under or through Seller (but excluding the assessment liens in favor of PPPIC described in Section 4.4.8, which liens Seller shall cause to be released at the Closing. Seller agrees to remove any exceptions or encumbrances to title which are deemed not created by, under or through Seller after the Effective Date, and if Seller is unable or unwilling to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Periodremove such exceptions or encumbrances, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) may terminate this AgreementContract, in which case event the Xxxxxxx Money Deposit shall be refunded returned to Purchaser (upon the performance of Purchaser's obligation under Section 3.5.2 to provide copies to Seller of all Third-Party Reports as a pre-condition to the return of the Deposit to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling to cure, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Price).
Appears in 1 contract
Samples: Purchase and Sale Contract (Wellsford Real Properties Inc)
Objections. If Purchaser has an objection Buyer shall review the Title Report and may, on or prior to items disclosed in the Commitment or Surveydate that is twenty (20) days from the date that Buyer receives a complete Title Report (the “Title Review Period”), then Purchaser may give provide Seller and Title Company with written notice of its objections no less than two the title exceptions that are objectionable to Buyer, in Buyer’s sole and absolute discretion (2each such objectionable matter or exception considered a “Disapproved Matter”). If Buyer timely notifies Seller and Title Company of any Disapproved Matter(s) Business Days on or prior to the expiration of the Inspection Title Review Period. Any exception to title identified in the Commitment or Survey not objected to by Purchaser in the manner and , Seller shall, within the time period specified in this Section 6 shall be deemed accepted by Purchaser. If Purchaser gives timely ten (10) days following Seller’s receipt of Buyer’s written notice of its objections, then Disapproved Matter(s) (the “Seller shall notify Purchaser in writing within one (1) Business Day after receipt of Purchaser’s notice (“Seller’s Cure Title Response Period”) whether Seller elects to remove or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole notify Buyer and exclusive remedy to eitherEscrow Agent that: (i) Seller will remove or correct such Disapproved Matter as of or before the Closing, or (ii) Seller will not remove or correct any or certain Disapproved Matter(s). If Seller does not respond within the Seller Title Response Period, Seller shall be deemed to have elected option (ii) above. If Seller elects, within its sole discretion, not to eliminate those objections with reference to such Disapproved Matter(s), in form and substance acceptable to Buyer, in Buyer’s sole and absolute discretion, Buyer may either (y) terminate this AgreementAgreement by delivery of written notice to Seller and Escrow Agent, or (z) give written notice to Seller and Escrow Agent, agreeing to accept title to the Property subject to such Disapproved Matters, in which case the Xxxxxxx Money such Disapproved Matters shall be refunded Permitted Exceptions (as defined in Section 4.5(d), below). If Buyer fails to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; deliver written notice in accordance with (y) or (iiz) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling to cureabove, and such title objections Buyer shall be deemed Permitted Exceptionsto have elected option (y) above, and Closing shall occur as provided in which case this Agreement without any reduction shall terminate on the day that is five (5) Business Days after at the expiration of or credit against the Sales PriceSeller Title Response Period.
Appears in 1 contract
Samples: Real Property Purchase and Sale Agreement (Ambassadors Group Inc)
Objections. If Purchaser has an objection Owner will notify Option-Holder in writing whether Owner is unable or unwilling to items disclosed cure to Option-Holder’s satisfaction any title or survey objections (other than the Permitted Title Exceptions) raised by Option-Holder (“Title Problems”), which notice shall restate the effect set forth in this Section of Owner’s failure to respond in accordance with this Section. Owner shall be obligated to remove and discharge of record or otherwise cure to Option-Holder’s satisfaction all Title Problems (other than the Commitment Permitted Title Exceptions), which have timely been raised by Option-Holder and which are liens in a fixed or Survey, then Purchaser may give Seller written ascertainable amount or result from Owner’s actions. Owner’s failure to deliver such notice to Option-Holder within ten (10) business days after delivery of Option-Holder’s notice of Title Problems shall be deemed Owner’s refusal to cure all of the Title Problems by the Closing Date, excluding, however, those Title Problems which Owner is obligated hereunder to cure. If Owner has not agreed to cure all Title Problems other than those which Owner is obligated hereunder to cure, Option-Holder shall have ten (10) business days from receipt of Owner’s notice (or, if Owner has failed to give notice, fifteen (15) days from delivery of Option-Holder’s notice of Title Problems) either (1) to withdraw, without liability, its objections no less than two (2) Business Days exercise of the Purchase Option by notice in writing to Owner delivered prior to the expiration of such fifteen (15) day period, or (2) to accept such title as Owner can deliver without reduction or abatement of the Inspection PeriodOption Price except to the extent of Title Problems which Owner is obligated hereunder to cure. Any exception Option-Holder’s failure to title identified in the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 timely deliver notice of termination shall be deemed accepted by Purchaser. If Purchaser gives timely written notice of its objections, then Seller shall notify Purchaser in writing within one (1) Business Day after receipt of PurchaserOption-Holder’s notice (“Seller’s Cure Period”) whether Seller elects agreement to remove accept such title as Owner can deliver without reduction or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration abatement of the Inspection PeriodOption Price, as its sole and exclusive remedy except to either: (i) terminate this Agreement, in the extent of Title Problems which case the Xxxxxxx Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller Owner is unwilling obligated hereunder to cure, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Price.
Appears in 1 contract
Objections. If Purchaser has an objection Developer shall have until the Due Diligence Deadline to items disclosed in examine the Survey and the Title Commitment or Survey, then Purchaser may give Seller and to provide written notice of its objections no less than two (2) Business Days prior to the expiration Commission of defects set forth on the Inspection PeriodSurvey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Any exception to title identified in Notwithstanding any other provision of this Agreement, the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 Commission shall be deemed accepted by Purchaserobligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. If Purchaser In the event Developer gives timely written notice of its objectionsObjections (the "Objection Notice"), then Seller the Commission shall notify Purchaser in writing have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure (to Developer's satisfaction) the Objections within one thirty (130) Business Day days of its receipt of the Objection Notice. Within ten (10) business days after receipt of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against Objection Notice, the same. Seller’s failure to deliver such Commission shall give written notice to Developer informing Developer of the Commission's election with respect to the Objections (the "Response"). If the Commission fails provide its Response within such ten (10) business day period, the Commission shall constitute Seller’s election be deemed to have elected not to attempt to cure Purchaser’s the Objections. In the event an updated Title Commitment, updated Survey or disclosure through any other means discloses a defect in the title objections. Seller or Survey with respect to the Property after the Objection deadline, and such defect was not known to the Developer, Developer shall have no obligation ten (10) business days to expend examine the disclosed defect and to provide an additional Objection Notice if Developer deems it necessary to do so. Any such Objection made after the initial Objection deadline, shall be handled as if the Objection were made prior to the initial Objection deadline.
(a) If the Commission elects or is deemed to have elected not to attempt to cure any moneyObjections or if, after electing to incur any contractual attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or other obligations, or to institute any litigation in pursuing its efforts other than unable to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property)satisfy or otherwise cure any Objections, at Closing financing liens of an ascertainable amount created by Seller which are deemed not to Developer's sole remedy under this Agreement shall be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) elect to terminate this AgreementAgreement by written notice to the Commission, in which case event the Xxxxxxx Money parties shall be refunded to Purchaser, and neither party will have any no further right or obligation under this Agreement (except for rights or obligations pursuant to which expressly survive the termination of this Agreement, other than rights or obligations that expressly survive termination); or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling to cure, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Price.or
Appears in 1 contract
Samples: Development Agreement
Objections. If Purchaser has an objection to items disclosed in the Commitment or Survey, then Purchaser may give Seller written notice of its objections no less than two (2) Business Days prior to the expiration of the Inspection Period. Any exception to title identified in the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 shall be deemed accepted by Purchaser. If Purchaser gives timely written notice of its objections, then Seller shall notify Purchaser in writing within one have until 5:00 p.m. on the date which is five (15) Business Day business days after receipt of PurchaserBuyer’s notice (“Seller’s Cure Period”) of Title Defects to notify Buyer whether Seller elects it will attempt to remove or to cause cure the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objectionsDefects, if any. Seller shall have no obligation fifteen (15) days after the end of the Due Diligence Period to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and cure the Title Defects. If Seller hereby covenants to remove (so notifies Buyer that it no longer burdens will not attempt to cure the Property)Title Defects, at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser Buyer shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: either (i) terminate this AgreementAgreement by providing Seller with written notice of termination by 5:00 p.m. on the date which is five (5) business days after receipt of Seller’s notice, in which case event the Xxxxxxx Money shall be refunded to PurchaserBuyer, all rights and obligations of the parties under this Agreement shall expire, all Due Diligence Materials and other information shall be returned to Seller in accordance with paragraph 17(b), and neither party will have any further rights or obligations pursuant to this AgreementAgreement shall become null and void, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) Title Defects and proceed to Closing, subject to Buyer’s right to satisfy Permitted Exceptions constituting a liquidated sum of money as set forth below. PurchaserIf Buyer waives its objections to the Title Defects or Buyer’s failure objections are deemed waived, the parties shall proceed to give such notice Closing and consummate the purchase and sale of termination on or before such date the Properties, in which event all unsatisfied objections shall constitute Purchaser’s waiver Permitted Exceptions under this Agreement; provided, however, that with respect to any Permitted Exception which constitutes a liquidated sum of any title objections that Seller is unwilling money, Buyer may make payment of such amount to cure, satisfy such Permitted Exception and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against deduct the Sales Priceamounts so paid from the Purchase Price due hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT, Inc.)
Objections. If Purchaser has an objection to items disclosed in shall have ten (10 ) business days (business days are Monday through Thursday) after Purchaser’s receipt of the Commitment (or Survey, then Purchaser may give any update thereto disclosing any new defect or exception) to provide Seller with written notice of its Purchaser’s objections no less than two to any exceptions raised therein, and Seller shall have five (5) business days from the date notified in writing of the particular defects claimed (the “Title Cure Period”), to attempt to either (1) cure the title defect, or (2) Business Days prior obtain title insurance as required above reasonably satisfactory to Purchaser, or (3) if Seller is unable or unwilling to cure an objection, to advise Purchaser of same, in which event Purchaser shall have the expiration of rights hereinafter set forth. If Seller remedies the Inspection Period. Any exception title defect or obtains a revised Commitment reasonably satisfactory to title identified in the Commitment or Survey not objected to by Purchaser in the manner and all material respects within the time period specified in this Section 6 shall be deemed accepted by Purchaser. If Purchaser gives timely written notice of its objections, then Seller shall notify Purchaser in writing within one (1) Business Day after receipt of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later agrees to complete the sale within five (5) business days of written notification thereof but no sooner than one the Closing Date hereinafter specified. If Xxxxxx is unable or unwilling to remedy the title defect or obtain title insurance within the Title Cure Period and Seller either notifies Purchaser thereof (1the “Title Response”) day after or fails to make an election or notify Purchaser by the expiration end of Seller’s the Title Cure Period, but in any event on Purchaser may elect to:
(a) waive such defects and proceed with this transaction, subject to such defects; or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (ib) terminate this Agreement, in which case event the Xxxxxxx Money Deposit shall be refunded to PurchaserPurchaser and Purchaser shall be relieved of any and all liability hereunder except for representations, warranties and neither party will have any further rights or obligations pursuant indemnities stated herein to survive this Agreement, other . Purchaser shall make any such election no later than rights or obligations that expressly survive termination; the later of (i) three (3) business days after the receipt of the Title Response or (ii) waive the unsatisfied objection expiration of the Inspection Period (which shall thereupon become a Permitted Exception) and proceed to Closingas defined in Section 7 of this Agreement). Purchaser’s failure If Purchaser fails to give such written notice of termination on or before such date within the time required herein, it shall constitute Purchaser’s waiver of any be conclusively deemed that Purchaser has elected to waive its title objections that Seller is unwilling to cure, and such title objections shall be deemed accept them as permitted exceptions (the “Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Price”).
Appears in 1 contract
Samples: Purchase Agreement
Objections. If Purchaser has an objection Developer shall have until the Due Diligence Period to items disclosed in examine the Survey and the Title Commitment or Survey, then Purchaser may give Seller and to provide written notice of its objections no less than two (2) Business Days prior to the expiration Commission of defects set forth on the Inspection PeriodSurvey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Any exception to title identified in Notwithstanding any other provision of this Agreement, the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 Commission shall be deemed accepted by Purchaserobligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. If Purchaser In the event Developer gives timely written notice of its objectionsObjections, then Seller the Commission shall notify Purchaser in writing have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure (to Developer's satisfaction) the Objections within one thirty (130) Business Day days of notice. Within ten (10) business days after receipt of Purchaser’s Developer's notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause of Objections, the Title Company to insure against the same. Seller’s failure to deliver such Commission shall give written notice to Developer informing Developer of the Commission's election with respect to the Objections. If the Commission fails to give written notice of its election within such ten (10) day business period, the Commission shall constitute Seller’s election be deemed to have elected not to attempt to cure Purchaser’s the Objections. In the event an updated Title Commitment, updated Survey or disclosure through any other means discloses a defect in the title objections. Seller or Survey with respect to the Property after the Objection deadline, and such defect was not known to the Developer, Developer shall have no obligation ten (10) business days to expend examine the disclosed defect and make an Objection if Developer deems it necessary to do so. Any such Objection made after the Objection deadline, shall be handled as if the Objection were made prior to the Objection deadline.
(a) If the Commission elects or is deemed to have elected not to attempt to cure any moneyObjections or if, after electing to incur any contractual attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or other obligations, or to institute any litigation in pursuing its efforts other than unable to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property)satisfy or otherwise cure any Objections, at Closing financing liens of an ascertainable amount created by Seller which are deemed not to Developer's sole remedy under this Agreement shall be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) elect to terminate this AgreementAgreement by written notice to the Commission, in which case event the Xxxxxxx Money parties shall be refunded to Purchaser, and neither party will have any no further right or obligation under this Agreement (except for rights or obligations pursuant to which expressly survive the termination of this Agreement, other than rights or obligations that expressly survive termination); or (ii) waive the unsatisfied objection Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect.
(which shall thereupon become a Permitted Exceptionb) and proceed To terminate this Agreement pursuant to Closing. Purchaser’s this Section 2.2, Developer must give written notice to the Commission of Developer's election to terminate not later than ten (10) business days
(i) after receipt of written notice from the Commission of the Commission's election not to attempt to cure any Objection; (ii) after receipt of written notice from the Commission of the Commission's determination, having previously elected to attempt to cure, that it is unable or unwilling to do so; or (iii) after the Commission's failure to give such written notice of termination on or before such date its election to attempt to cure any Objection. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall constitute Purchaser’s waiver of expire and any title objections that Seller is unwilling to cure, and such title objections Objections shall be deemed to be a "Permitted ExceptionsEncumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and Closing any Objection that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an accurate survey of the Property, shall occur as provided in this Agreement without any reduction of or credit against the Sales Pricebe deemed to be a Permitted Encumbrance.
Appears in 1 contract
Samples: Development Agreement
Objections. If Purchaser has an objection to items disclosed in Buyer shall have 20 days after the later of Xxxxx’s receipt of the Title Commitment or a copy of the Survey (“Title Objection Deadline”) to review the Survey, then Purchaser may give Seller written notice of its objections no less than two (2) Business Days prior to the expiration Title Commitment, and legible copies of the Inspection Periodtitle instruments referenced in them and notify Seller of Buyer’s objections to any of them (“Title Objections”). Any exception to title identified in the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 shall Buyer will be deemed accepted to have approved all matters reflected by Purchaserthe Survey, and Title Commitment, to which Xxxxx has made no Title Objection by the Title Objection Deadline. The matters that Buyer either approves or is deemed to have approved are “Permitted Exceptions.” If Buyer notifies Seller of any Title Objections, Seller has ten days from receipt of Buyer’s notice to notify Buyer whether Seller agrees to cure the Title Objections before closing (“Cure Notice”). If Purchaser Seller does not timely give its Cure Notice or timely gives timely written notice of its objections, then Seller shall notify Purchaser in writing within one (1) Business Day after receipt of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects Notice but does not agree to remove or to cause cure all the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections. Seller shall have no obligation to expend any moneyObjections before closing, to incur any contractual or other obligationsBuyer may, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day within ten days after the expiration deadline for the giving of Seller’s Cure PeriodNotice, but notify Seller that either this Contract is terminated or Buyer will proceed to close, subject to Seller’s obligations to remove all liquidated liens, remove all exceptions that arise by, through, or under Seller after the Effective Date, and cure only the Title Objections that Seller has agreed to cure in any event on the Cure Notice. At or before expiration closing, Seller must remove all liquidated liens, remove all exceptions that arise by, through, or under Seller after the Effective Date of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to PurchaserContract, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive cure the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections Title Objections that Seller is unwilling has agreed to cure, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Price.
Appears in 1 contract
Samples: Commercial Property Contract
Objections. If any Commitment, any amendments or supplements thereto, or any title reports, certificates, updates, UCC searches or surveys (collectively, the “Search Items”), discloses any lien or encumbrances on (or defect in the Seller’s title to) the Real Estate, other than the Permitted Encumbrances, to which Purchaser objects, Purchaser shall notify Seller in writing of such objection (the “Objection Notice”) in detail within five (5) business days after receipt by Purchaser of any such Search Item. If Purchaser has fails to timely give an objection Objection Notice, Purchaser shall be deemed to items disclosed in the Commitment or Survey, then have approved all matters to which Purchaser may give have objected in such Objection Notice if given timely. If Purchaser timely gives the Objection Notice, Seller written notice of its objections no less than two (2) Business Days prior shall have the right, but not the obligation, to the expiration of the Inspection Period. Any exception to title indicate which matters, if any, identified in the Commitment or Survey not objected to by Purchaser in Objection Notice will be addressed (and the manner and within the time period specified in this Section 6 shall which such matters will be deemed accepted addressed) by Purchaser. If Purchaser gives timely Closing by giving written notice of its objections, then Seller shall notify Purchaser in writing within one (1) Business Day after receipt of Purchaser’s notice thereof (“Seller’s Cure PeriodResponse”) whether to Purchaser within three (3) business days after receipt by Seller elects to remove or to cause the Title Company to insure against the sameof an Objection Notice. Seller’s failure to deliver such written notice give timely Seller’s Response shall be deemed to constitute Seller’s election not to cure address any of the matters set forth in the Objection Notice. If Seller elects to address any such matter it shall do so in a manner reasonably acceptable to Purchaser’s . If Seller elects (or is deemed to have elected) not to address any such matter, or having elected to do so fails to address any such matter in a manner reasonably acceptable to Purchaser, then Purchaser shall have the options set forth in subparagraph (ii) below of this paragraph 3.3. Seller shall have and be entitled to a reasonable adjournment of the Closing (not to exceed sixty (60) days), within which to address such objections, and it is mutually agreed and covenanted that any matter shown in any Search Item, not set forth in an Objection Notice is waived as an objection to title objectionsand shall be deemed included within the Permitted Encumbrances as if set forth in Section 3.1. Notwithstanding anything to the contrary, Seller shall have no obligation to expend remove any money, such matters to incur any contractual or other obligations, or which Purchaser objects in an Objection Notice if the expense to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove such matters exceeds (so that it no longer burdens a) FIFTY THOUSAND and 00/100 ($50,000.00) DOLLARS in the aggregate with respect to a Property and (b) TWO HUNDRED FIFTY THOUSAND and 00/100 ($250,000.00) DOLLARS in the aggregate with respect to all the Property), at Closing financing liens except that Seller shall cause the Title Company to agree to omit from any policy of an ascertainable amount created by Seller which are deemed not title insurance to be Permitted Exceptionsissued to Purchaser at Closing, pursuant to the Commitment, any mortgage liens encumbering a Property, including, without limitation, the mortgage liens held by iStar Financial, Inc. and Alpha Capital LLC (collectively, the “Liens to be Discharged”). If any objection is not satisfied during Seller’s Cure PeriodOther than the Liens to be Discharged, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: if Seller (i) terminate this Agreement, in which case is unable or unwilling to remove any such matters aggregating more than FIFTY THOUSAND and 00/100 ($50,000.00) DOLLARS with respect to a Property or TWO HUNDRED FIFTY THOUSAND and 00/100 ($250,000.00) DOLLARS for all the Xxxxxxx Money shall be refunded Property or fails to cause the Title Insurance Company to remove same from Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; ’s title insurance policy or (ii) waive is unable to convey the unsatisfied objection Property as herein agreed to be conveyed, Purchaser shall have the option of either (which shall thereupon become a Permitted Exception1) and proceed to Closing. waiving Purchaser’s failure objection to give such notice matters and proceeding with the Closing and accepting title subject to such matters without any abatement or reduction to the Purchase Price; or (2) rejecting the title and receiving a return of the Deposit, whereupon all liability and obligations hereunder shall terminate, except those expressly stated to survive termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling to curehereof, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without and all rights of Purchaser herein and to the Property shall become null and void. Without limiting the generality of the foregoing, Seller shall not be obligated to bring any reduction of action or credit against the Sales Priceproceeding to remove any matters to which Purchaser objects in an Objection Notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Supertel Hospitality Inc)
Objections. If Purchaser has an objection to items disclosed in the Commitment or (and, if applicable, the Survey, then Purchaser may give Seller written notice of its objections ) is made by the date that is no less later than two five (25) Business Days business days prior to the expiration of the Inspection Period (the “Title Objection Period. Any exception to title identified ”), stating that there are Title Defects (as defined below) shown in the Commitment or Survey not objected to by Purchaser the recorded exception documents or shown in the manner and within the time period specified in this Section 6 shall be deemed accepted by Purchaser. If Purchaser gives timely written notice of its objectionsSurvey (“Objections”), then Seller shall notify Purchaser in writing within one have three (13) Business Day after business days from Seller’s receipt of Purchaser’s notice Objections to either (i) remedy the Title Defects in a manner reasonably satisfactory to Purchaser in all respects, or (ii) notify Purchaser that Seller is unable or not willing to remedy the Title Defects (“Seller’s Cure PeriodResponse”). Within two (2) whether Seller elects to remove or to cause the Title Company to insure against the same. business days of Purchaser’s receipt of Seller’s failure Response, Purchaser shall elect to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual or other obligationseither (i) terminate the Agreement, or to institute (ii) waive such Title Defects and proceed with this transaction subject thereto (in which case, any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are such Title Defects shall be deemed not to be Permitted Exceptions) and, provided further, that in the event that any such Title Defect(s) are Existing Encumbrances, if such defects are not paid or satisfied by Seller at or before Closing, Purchaser may, at its option, pay such amounts and receive credit against sums due to Seller at Closing. If Purchaser elects to terminate this Agreement by giving written notice thereof to Seller pursuant to option (i) in the preceding sentence, Seller and Purchaser shall be relieved of any objection is and all liability hereunder, except as provided herein. If Purchaser does not satisfied during Seller’s Cure notify Seller of a particular Title Defect within the Title Objection Period, then Purchaser shall elect be deemed to have approved the matters identified in the Commitment and the Survey which Purchaser did not later than one (1) day after timely object to. “Permitted Exceptions” shall mean all the expiration matters identified in the Commitment, items of Seller’s Cure Period, but record and shown in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: Survey that (i) terminate this AgreementPurchaser did not timely object to, in which case the Xxxxxxx Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive are waived by Purchaser pursuant to the unsatisfied objection terms of this paragraph. As used herein, a Title Defect” shall mean any material matter that would (a) render title unmarketable or unfinanceable as such terms are commonly and reasonably used in the local market where the applicable individual Property is located, (b) constitute a lien on the Properties which shall thereupon become cannot be satisfied by the payment of a Permitted Exceptionliquidated sum or (c) restrict the Properties from being used for the Intended Use (as defined below). Purchaser and proceed to Closing. Purchaser’s failure to give such notice Seller hereby acknowledge and agree that upon receipt of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling to curethe Commitment from the Title Company, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as the legal descriptions for the Properties provided in the Commitment shall automatically be inserted into Exhibit “A” attached hereto and made a part hereof. First American Title Insurance Company, as both Escrow Agent and Title Company, shall perform in accordance with this Agreement without any reduction of or credit against and separate undertakings as executed by the Sales Priceparties from time to time.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Lazydays Holdings, Inc.)
Objections. If Purchaser has an objection to items disclosed in the Commitment or Survey, then Purchaser may give Seller written notice of its objections no less than two (2) Business Days prior to Developer shall have until the expiration of the Site Inspection PeriodPeriod to examine the Survey and the Title Commitment and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Any exception to title identified in Notwithstanding any other provision of this Agreement, the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 Commission shall be deemed accepted by Purchaserobligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. If Purchaser In the event Developer gives timely written notice of its objectionsObjections (the "Objection Notice"), then Seller the Commission shall notify Purchaser in writing have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure (to Developer's satisfaction) the Objections within one thirty (130) Business Day days of its receipt of the Objection Notice. Within ten (10) business days after receipt of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against Objection Notice, the same. Seller’s failure to deliver such Commission shall give written notice to Developer informing Developer of the Commission's election with respect to the Objections (the "Response"). If the Commission fails to provide its Response within such ten (10) business day period, the Commission shall constitute Seller’s election be deemed to have elected not to attempt to cure Purchaser’s the Objections. In the event an updated Title Commitment, updated Survey or disclosure through any other means discloses a defect in the title objections. Seller or Survey with respect to the Property after the Objection deadline, and such defect was not known to the Developer, Developer shall have no obligation ten (10) business days to expend examine the disclosed defect and to provide an additional Objection Notice if Developer deems it necessary to do so. Any Objection made after the initial Objection deadline, shall be handled as if the Objection were made prior to the initial Objection deadline.
(a) If the Commission elects or is deemed to have elected not to attempt to cure any moneyObjections or if, after electing to incur any contractual attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or other obligations, or to institute any litigation in pursuing its efforts other than unable to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property)satisfy or otherwise cure any Objections, at Closing financing liens of an ascertainable amount created by Seller which are deemed not to Developer's sole remedy under this Agreement shall be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) elect to terminate this AgreementAgreement by written notice to the Commission, in which case event the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, Developer and neither party will the parties shall have any no further right or obligation under this Agreement (except for rights or obligations pursuant to which expressly survive the termination of this Agreement, other than rights or obligations that expressly survive termination); or (ii) waive the unsatisfied objection Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect.
(which shall thereupon become a Permitted Exceptionb) and proceed To terminate this Agreement pursuant to Closing. Purchaser’s failure this Section 2.2, Developer must give written notice to give such the Commission of Developer's election to terminate not later than ten (10) business days
(i) after receipt of the Response from the Commission specifying the Commission's election not to attempt to cure any Objection; (ii) after receipt of written notice from the Commission of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling the Commission's determination, having previously elected to attempt to cure, that it is unable or unwilling to do so; or (iii) after the Commission's failure to timely provide its Response. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall expire and such title objections any Objections shall be deemed to be a "Permitted ExceptionsEncumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and Closing any Objection that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an accurate survey of the Property, shall occur as provided in this Agreement without any reduction of or credit against the Sales Pricebe deemed to be a Permitted Encumbrance.
Appears in 1 contract
Samples: Development Agreement
Objections. If Purchaser has an objection shall have until fourteen (14) business days from the issuance of the Title Commitment (the “Title Objection Period”) to items disclosed review the Survey, Title Commitment and Exception Documents and deliver to Seller, in writing, such objections as Purchaser may have to anything contained or set forth in the Commitment or Survey, then Purchaser may give Seller written notice of its objections no less than two Title Commitment and Exception Documents (2) Business Days prior to the expiration of the Inspection Period“Title Objections”). Any exception items to title identified in the Commitment or Survey which Purchaser does not objected object to by Purchaser in the manner and within the time period specified in this Section 6 Title Objection Period shall be deemed accepted to be approved by Purchaser and shall be “Permitted Exceptions” (herein so called) for purposes of this Agreement. Notwithstanding the foregoing, the items set forth as requirements in the Title Commitment, and all other items the Title Company identifies to be released upon Closing, shall be deemed objections by Purchaser. If Purchaser gives Title Objections are timely written notice of its objectionsdelivered to Seller by Purchaser, then Seller shall notify Purchaser in writing within one have ten (110) Business Day days after receipt of Purchaser’s notice Title Objections to give Purchaser and Title Company, with respect to each Title Objection, either (“Seller’s Cure Period”i) whether Seller elects evidence satisfactory to remove or to cause Purchaser of the removal of the Title Company to insure against Objection or that the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual Title Objection will be removed or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event cured on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: Closing (i) terminate this Agreement, in which case the Xxxxxxx Money event such cure or removal shall be refunded a condition precedent to Purchaser, and neither party will have any further rights or obligations pursuant ’s obligation to this Agreement, other than rights or obligations that expressly survive terminationproceed with the Closing); or (ii) written notice that Seller elects not to remove or cure such Title Objection. Seller's failure to respond to Purchaser’s Title Objections shall be deemed an election by Seller not to remove or cure such Title Objections. If Seller elects not to remove or cure any Title Objection, Purchaser shall, within three (3) days of Seller’s election, either (i) waive such Title Objection and proceed with the Closing, or (ii) terminate this Agreement by written notice to Seller and receive a refund of the Exxxxxx Money. If Purchaser fails to notify Seller of its election to terminate the Agreement within three (3) days of Seller’s notice not to cure a Title Objection, Purchaser shall be deemed to have elected to waive the unsatisfied objection (which shall thereupon become a Permitted Exception) Title Objection and proceed to Closing. Purchaser’s failure to give such notice of termination on All title exceptions which are approved or before such date deemed approved by Purchaser shall constitute Purchaser’s waiver Permitted Exceptions for purposes hereof. Notwithstanding the foregoing except for the Deed of any title objections that Seller is unwilling Trust for the Assumed Loan and related documents, all matters reflected as requirements of the Title Commitment, liens and items which are designated by the Title Company as matters to cure, be satisfied prior to Closing shall not constitute Permitted Exceptions and such title objections shall be deemed Permitted Exceptions, discharged and satisfied by Seller prior to Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Pricenot constitute a Permitted Exception for purposes hereof.
Appears in 1 contract
Objections. If Purchaser has an objection Developer shall have until the Due Diligence Deadline to items disclosed in examine the Survey and the Title Commitment or Survey, then Purchaser may give Seller and to provide written notice of its objections no less than two (2) Business Days prior to the expiration Commission of defects set forth on the Inspection PeriodSurvey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Any exception to title identified in Notwithstanding any other provision of this Agreement, the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 Commission shall be deemed accepted by Purchaserobligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. If Purchaser In the event Developer gives timely written notice of its objectionsObjections, then Seller the Commission shall notify Purchaser in writing have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure (to Developer's satisfaction) the Objections within one thirty (130) Business Day days of notice. Within ten (10) business days after receipt of Purchaser’s Developer's notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause of Objections, the Title Company to insure against the same. Seller’s failure to deliver such Commission shall give written notice to Developer informing Developer of the Commission's election with respect to the Objections. If the Commission fails to give written notice of its election within such ten (10) day business period, the Commission shall constitute Seller’s election be deemed to have elected not to attempt to cure Purchaser’s the Objections. In the event an updated Title Commitment, updated Survey or disclosure through any other means discloses a new defect in the title objections. Seller or Survey objection with respect to the Property after the Objection deadline, and such new defect was not known to the Developer, Developer shall have no obligation ten (10) business days to expend examine the disclosed new defect and make an Objection if Developer deems it necessary to do so. Any Objection regarding a new defect made after the Objection deadline, shall be handled as if the Objection were made prior to the Objection deadline.
(a) If the Commission elects or is deemed to have elected not to attempt to cure any moneyObjections or if, after electing to incur any contractual attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or other obligations, or to institute any litigation in pursuing its efforts other than unable to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property)satisfy or otherwise cure any Objections, at Closing financing liens of an ascertainable amount created by Seller which are deemed not to Developer's sole remedy under this Agreement shall be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) elect to terminate this AgreementAgreement by written notice to the Commission, in which case event the Xxxxxxx Money parties shall be refunded to Purchaser, and neither party will have any no further right or obligation under this Agreement (except for rights or obligations pursuant to which expressly survive the termination of this Agreement, other than rights or obligations that expressly survive termination); or (ii) waive the unsatisfied objection Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect.
(which shall thereupon become a Permitted Exceptionb) and proceed To terminate this Agreement pursuant to Closing. Purchaser’s this Section 2.2, Developer must give written notice to the Commission of Developer's election to terminate not later than ten (10) business days
(i) after receipt of written notice from the Commission of the Commission's election not to attempt to cure any Objection; (ii) after receipt of written notice from the Commission of the Commission's determination, having previously elected to attempt to cure, that it is unable or unwilling to do so; or (iii) after the Commission's failure to give such written notice of termination on or before such date its election to attempt to cure any Objection. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall constitute Purchaser’s waiver of expire and any title objections that Seller is unwilling to cure, and such title objections Objections shall be deemed to be a "Permitted ExceptionsEncumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and Closing any Objection that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an accurate survey of the Property, shall occur as provided in this Agreement without any reduction of or credit against the Sales Pricebe deemed to be a "Permitted Encumbrance".
Appears in 1 contract
Samples: Development Agreement
Objections. If Purchaser has an objection Developer shall have until the Due Diligence Deadline to items disclosed in examine the Survey and the Title Commitment or Survey, then Purchaser may give Seller and to provide written notice of its objections no less than two (2) Business Days prior to the expiration Commission of defects set forth on the Inspection PeriodSurvey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Any exception to title identified in Notwithstanding any other provision of this Agreement, the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 Commission shall be deemed accepted by Purchaserobligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. If Purchaser In the event Developer gives timely written notice of its objectionsObjections, then Seller the Commission shall notify Purchaser in writing have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure (to Developer's satisfaction) the Objections within one thirty (130) Business Day days of notice. Within ten (10) business days after receipt of Purchaser’s Developer's notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause of Objections, the Title Company to insure against the same. Seller’s failure to deliver such Commission shall give written notice to Developer informing Developer of the Commission's election with respect to the Objections. If the Commission fails to give written notice of its election within such ten (10) day business period, the Commission shall constitute Seller’s election be deemed to have elected not to attempt to cure Purchaser’s the Objections. In the event an updated title objections. Seller commitment, updated survey or disclosure through any other means discloses a defect in the title or survey Objections with respect to the Property after the Objection deadline, and such defect was not known to the Developer, Developer shall have no obligation ten (10) business days to expend examine the disclosed defect and make Objections if Developer deems it necessary to do so. Any such Objections made after the Objections deadline, shall be handled as if the Objections were made prior to the objection deadline.
(a) If the Commission elects or is deemed to have elected not to attempt to cure any moneyObjections or if, after electing to incur any contractual attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or other obligations, or to institute any litigation in pursuing its efforts other than unable to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property)satisfy or otherwise cure any Objections, at Closing financing liens of an ascertainable amount created by Seller which are deemed not to Developer's sole remedy under this Agreement shall be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) elect to terminate this AgreementAgreement by written notice to the Commission, in which case event the Xxxxxxx Money parties shall be refunded to Purchaser, and neither party will have any no further right or obligation under this Agreement (except for rights or obligations pursuant to which expressly survive the termination of this Agreement, other than rights or obligations that expressly survive termination); or (ii) waive the unsatisfied objection Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect.
(which shall thereupon become a Permitted Exceptionb) and proceed To terminate this Agreement pursuant to Closing. Purchaser’s this Section 2.2, Developer must give written notice to the Commission of Developer's election to terminate not later than ten (10) business days
(i) after receipt of written notice from the Commission of the Commission's election not to attempt to cure any Objections; (ii) after receipt of written notice from the Commission of the Commission's determination, having previously elected to attempt to cure, that it is unable or unwilling to do so; or (iii) after the Commission's failure to give such written notice of termination on or before such date its election to attempt to cure any Objections. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall constitute Purchaser’s waiver of expire and any title objections that Seller is unwilling to cure, and such title objections Objections shall be deemed to be a "Permitted ExceptionsEncumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and Closing any Objections that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an accurate survey of the Property, shall occur as provided in this Agreement without any reduction of or credit against the Sales Pricebe deemed to be a "Permitted Encumbrance".
Appears in 1 contract
Samples: Development Agreement
Objections. If Purchaser has an objection (a) Buyers shall have until the Title Objection Date to items disclosed in the Commitment or Survey, then Purchaser may give Seller a written notice of (the “Title Objection Notice”) that sets forth in reasonable detail any objections that Buyers have to title or survey matters affecting the Land (the “Buyers’ Title Objections”). Seller shall have 10 days from its objections no less than two (2) Business Days prior to the expiration receipt of the Inspection Period. Any exception to title identified in the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 shall be deemed accepted by Purchaser. If Purchaser gives timely written notice of its objections, then Seller shall notify Purchaser in writing within one (1) Business Day after receipt of Purchaser’s notice Title Objection Notice (“Seller’s Cure Title Election Period”) to give Buyers notice as to whether Seller elects to remove use reasonable efforts to cure the Buyers’ Title Objections by the end of the Study Period. If Seller fails to give Buyers written notice of such election before the end of Seller’s Title Election Period, Seller shall be deemed to have elected to cure the Buyers’ Title Objections. If Seller elects during the Seller’s Title Election Period, and timely notifies Buyers in writing, not to attempt to cure any one or more of the Buyers’ Title Objections, such Buyers’ Title Objections shall constitute Permitted Exceptions and Buyers shall have until 10 Business Days after receipt of Seller’s notice not to cure to determine whether to take title to the Assets subject to such matters or to cause terminate this Agreement. If Seller elects to cure any one or more of the Buyers’ Title Objections, Seller shall have until the end of the Study Period to complete such cure, failing which Buyers shall have the option of either accepting the title as it then is or terminating this Agreement. If Buyers elect to terminate this Agreement pursuant to this Section 4.4(a), (i) the Deposit shall be returned to Buyers, and (ii) Seller and Buyers shall have no further obligations or liabilities to each other hereunder.
(b) Buyers shall be entitled to request that the Title Company provide such endorsements to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s Buyers’ title objections. Seller shall have no obligation to expend any moneyinsurance policies as Buyers may reasonably require, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so provided that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the Xxxxxxx Money such endorsements or amendments shall be refunded to Purchaserat no cost to, and neither party will have any further rights or obligations pursuant to this Agreementshall impose no additional liability on, other than rights or obligations that expressly survive termination; or Seller, and (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling to cure, and such title objections Buyers’ obligations under this Agreement shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Priceconditioned upon its ability to obtain such endorsements.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Intrepid Potash, Inc.)
Objections. If Purchaser has an objection Buyer may object to items any matters disclosed in by the Title Commitment or Survey, then Purchaser may give Seller the Survey by delivering written notice of its any objections no less than two (2the “Objection Notice”) to Seller on or before ten (10) Business Days prior to the expiration of the Inspection PeriodDue Diligence Termination Date. Any Objection Notice delivered by Buyer pursuant to this Paragraph 6(b) shall specify in reasonable detail any matter to which Buyer objects. If the Title Company subsequently issues any amendment to the Title Commitment showing any additional exception to title identified and/or if the Survey is later obtained during the balance of the Due Diligence Period and discloses any additional exception or other matter not disclosed on the Title Commitment, Buyer shall be entitled to object to any such additional exception (or to any such additional exception or other matter disclosed by the Survey, as applicable) by delivering an Objection Notice to Seller and to Escrow Agent on or before ten (10) days after Xxxxx’s receipt of the amendment to the Title Commitment or ten (10) days after Xxxxx’s receipt of the Survey, as applicable. If Buyer fails to deliver an Objection Notice objecting to any matter set forth in the Commitment Survey, any amended Survey, the Title Commitment, or Survey not objected any subsequent amendment to the Title Commitment, within the relevant time periods prescribed above, Buyer shall be conclusively deemed to have approved such matters. Notwithstanding any contrary provision of this Agreement, but subject to Paragraph 6(d), in no event shall any monetary liens or encumbrances securing payment of private debts or obligations constituting a lien against the Property be deemed to be Permitted Exceptions (as defined below), and the foregoing (if any) affecting the Property shall be released, at Seller’s expense (or by Purchaser application of Seller’s closing proceeds), at or prior to the Closing. Except as provided in the manner and within the time period specified preceding sentence or as otherwise provided in this Section Paragraph 6 shall be deemed accepted by Purchaser. If Purchaser gives timely written notice of its objectionsor elsewhere in this Agreement, then Seller shall notify Purchaser in writing within one (1) Business Day after receipt of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual cure or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling matter objected to cure, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Price.by Buyer. DocuSign Envelope ID: B6D9F1C1-D8C9-42D7-A6EE-6EEFA52289F6
Appears in 1 contract
Objections. If Purchaser has an objection to items disclosed in the Commitment or SurveyCommitment, then Purchaser may give Seller written notice of its objections no less within ten (10) days of full execution of the Purchase Agreement, but in any event not later than two three (23) Business Days prior to days before the expiration of the Inspection Period. Any exception to title identified in the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 shall be deemed accepted by Purchaser. If Purchaser gives timely written notice of its objections, then Seller shall notify Purchaser in writing within one five (15) Business Day Days after receipt of Purchaser’s notice (“Seller’s 's Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted ExceptionsSeller. If any objection is not satisfied during Seller’s 's Cure Period, then Purchaser shall elect not later than one then five (15) day days after the expiration of Seller’s 's Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling to cure, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Objections. If Purchaser has an objection shall have forty (40) days following the Effective Date to items disclosed in notify Seller of any objections to the Commitment or Survey, then Purchaser may give Seller written notice of its objections no less than two Updated Survey (2) Business Days prior to the expiration of the Inspection "Objection Period. Any exception to title identified in the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 shall be deemed accepted by Purchaser. If Purchaser gives timely written notice of its objections, then Seller shall notify Purchaser in writing within one (1) Business Day after receipt of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections"). Seller shall have no obligation to expend any moneyten (I 0) business days from the date notified in writing of the particular defects claimed during the Objection Period ("Cure Period"), to incur any contractual or other obligationseither: (I) remedy the title, (2) obtain title insurance with regard to the defect in form and substance satisfactory to Purchaser in all respects, or (3) notify Purchaser that Seller is unable or unwilling to institute any litigation in pursuing its efforts other than to removeremedy the title or obtain the title insurance, and thereafter Purchaser may, within three (3) business days, elect to terminate this Agreement and receive a refund of the Deposit if Seller hereby covenants does not cure all such title objections within the Cure Period, or Purchaser may elect to remove (so that it no longer burdens the Property)waive such defects, at Closing financing liens of an ascertainable amount created with such election by Seller which are deemed not Purchaser effectively deeming such defects to be Permitted ExceptionsEncumbrances, and proceed with this transaction subject thereto and, provided further, that in the event that any such defect(s) results from liens or encumbrances caused by Seller and having liquidated amounts, such liens or encumbrances shall in no event be deemed a Permitted Encumbrance and Seller shall be responsible for causing such liens or encumbrances to be paid off in full and released as of the Closing Date. If any objection is Purchaser does not satisfied during Seller’s Cure notify Seller of a particular defect within the Title Objection Period, then Purchaser shall elect not later than one (1) day after be deemed to have approved the expiration of Seller’s Cure Period, but matters identified in any event on or before expiration of the Inspection Period, as its sole Commitment and exclusive remedy to either: (i) terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to PurchaserUpdated Survey, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give all such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling to cure, and such title objections matters shall be deemed Permitted ExceptionsEncumbrances. In the event that there are new conditions identified on any updated title commitments or any updates to the Updated Survey which were not previously identified on the Commitment or the Updated Survey, then, in such event, Purchaser shall have the right to notify Seller of such objections which will be treated as new title defects as set forth in this Section 4.C and Purchaser shall have the right to object to such matters as set forth above. In the event Purchaser notifies Seller of any title defects as provided above, and Closing provided that Seller is willing to cure such defects and thereafter obtains title insurance endorsements to provide affirmative insurance with respect to such title defects, then in such event, Seller shall occur as provided in this Agreement without any reduction be solely responsible for the cost of or credit against the Sales Pricesuch title endorsements.
Appears in 1 contract
Samples: Purchase Agreement (Aei Income & Growth Fund Xxii LTD Partnership)
Objections. If Purchaser has an objection Owner will notify Option-Holder in writing ---------- whether Owner is unable or unwilling to items disclosed cure to Option-Holder's satisfaction any title or survey objections (other than the Permitted Title Exceptions) raised by Option-Holder ("Title Problems"), which notice shall restate the effect set forth in this Section of Owner's failure to respond in accordance with this Section. Owner shall be obligated to remove and discharge of record or otherwise cure to Option-Holder's satisfaction all Title Problems (other than matters which existed of record prior to the Commitment commitment date of Option-Holder's title commitment issued by Lawyers Title Insurance Corporation under commitment number LIT-97-14739 excluding monetary liens and judgments for which Owner is responsible) which have timely been raised by Option-Holder and which are liens in a fixed or Survey, then Purchaser may give Seller written ascertainable amount or result from Owner's actions. Owner's failure to deliver such notice to Option-Holder within ten (10) business days after delivery of Option-Holder's notice of Title Problems shall be deemed Owner's refusal to cure all of the Title Problems by the Closing Date, excluding, however, those Title Problems which Owner is obligated hereunder to cure. If Owner has not agreed to cure all Title Problems other than those which Owner is obligated hereunder to cure, Option-Holder shall have ten (10) business days from receipt of Owner's notice (or, if Owner has failed to give notice, fifteen (15) days from delivery of Option-Holder's notice of Title Problems) either (1) to withdraw, without liability, its objections no less than two (2) Business Days exercise of the Purchase Option by notice in writing to Owner delivered prior to the expiration of such fifteen (15) day period, or (2) to accept such title as Owner can deliver without reduction or abatement of the Inspection PeriodOption Price except to the extent of Title Problems which Owner is obligated hereunder to cure. Any exception Option-Holder's failure to title identified in the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 timely deliver notice of termination shall be deemed accepted by Purchaser. If Purchaser gives timely written notice of its objections, then Seller shall notify Purchaser in writing within one (1) Business Day after receipt of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects Option-Holder's agreement to remove accept such title as Owner can deliver without reduction or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration abatement of the Inspection Period, as its sole and exclusive remedy Option Price except to either: (i) terminate this Agreement, in the extent of Title Problems which case the Xxxxxxx Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller Owner is unwilling obligated hereunder to cure, and such title objections shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of or credit against the Sales Price.
Appears in 1 contract
Objections. If Purchaser has an objection shall have thirty (30) days from the Effective Date to items disclosed in notify Seller of any objections to the Commitment or Survey, then Purchaser may give Seller written notice of its objections no less than two Updated Survey (2) Business Days prior to the expiration of the Inspection "Objection Period. Any exception to title identified in the Commitment or Survey not objected to by Purchaser in the manner and within the time period specified in this Section 6 shall be deemed accepted by Purchaser. If Purchaser gives timely written notice of its objections, then Seller shall notify Purchaser in writing within one (1) Business Day after receipt of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections"). Seller shall have no obligation to expend any moneyLen ( I0) business days from the date notified in writing of the particular defects claimed during the Objection Period (the "Cure Period"), to incur any contractual or other obligationseither: (I) remedy the title, (2) obtain title insurance with regard to the defect in form and substance satisfactory to Purchaser in all respects, or (3) notify Purchaser that Seller is unable or unwilling to institute any litigation in pursuing its efforts other than to removeremedy the title or obtain the title insurance, and thereafter Purchaser may elect to terminate this Agreement and receive a refund of the Deposit if Seller hereby covenants does not cure all such title objections, or Purchaser may elect to remove (so waive such defects and proceed with this transaction subject thereto and, provided further, that it in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, such liens or encumbrances shall in no longer burdens the Property), at Closing financing event be deemed a Permitted Encumbrance and Seller shall be responsible for causing such liens of an ascertainable amount created by Seller which are deemed not or encumbrances to be Permitted Exceptionspaid off in full and released as of the Closing Date. If any objection is Purchaser does not satisfied during Seller’s Cure notify Seller ofa particular defect within the Objection Period, then Purchaser shall elect not later than one (1) day after be deemed to have approved the expiration of Seller’s matters identified in the Commitment and the Updated Survey. If Seller is unable or unwilling to remedy the title or obtain title insurance within the Cure Period, but in any event on or before expiration of the Inspection Period, as its sole Period and exclusive remedy Purchaser elects to either: (i) terminate this Agreement, in which case the Xxxxxxx Money Deposit shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to forthwith in full termination of this Agreement. In the event that there are new conditions identified on any updated title commitments or any updates to the Updated Survey which were not previously identified on the Commitment or the Updated Survey, other than rights or obligations that expressly survive termination; or (ii) waive then, in such event, Purchaser shall have the unsatisfied objection (right to notify Seller of such objections which will be treated as new title defects as set forth in this Section 4.C and Purchaser shall thereupon become a Permitted Exception) and proceed have the right to Closingobject lo such matters as set forth above. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver In the event Purchaser notifies Seller of any title objections defects as provided above, and provided that Seller is unwilling willing to cure, cure such defects and thereafter obtains title insurance endorsements to provide affirmative insurance with respect to such title objections defects, then in such event, Seller shall be deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction solely responsible for the cost of or credit against the Sales Pricesuch title endorsements.
Appears in 1 contract
Samples: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)
Objections. If Purchaser has an objection shall have until seventy (70) days after the Effective Date in which to items disclosed in examine the Commitment or Survey, then Purchaser may give Seller written notice of its objections no less than two (2) Business Days prior Updated Survey and title to the expiration Real Property (and all Exception Documents) and to make any written objections to the matters affecting title or disclosed by the Updated Survey. In the event that the Updated Survey or Title Commitment (or any other title information obtained by Purchaser, including Exception Documents) shows any matters that are objectionable to Purchaser (“Objections”) and Purchaser notifies Seller in writing of the Inspection Period. Any exception to title identified in the Commitment or Survey not objected to by Purchaser in the manner and such objections (an “Objection Notice”) within the time period specified provided for above in this Section 6 5(a), Seller may, but shall be deemed accepted by Purchaser. If Purchaser gives timely written notice have no obligation to, undertake efforts to cure such Objections during a period of its objections, then Seller shall notify Purchaser in writing within one thirty (130) Business Day days after receipt of receiving Purchaser’s notice Objection Notice (“Seller’s Cure Period”), with Seller to give written notice to Purchaser within ten (10) days after receipt of the Objection Notice whether Seller elects will not attempt to cure one or more of the Objections. Seller shall be absolutely obligated to remove only the following items (“Mandatory Cure Items”) and only in the applicable time period specified: (i) within thirty (30) days after Purchaser’s Objection Notice - any encumbrances of any kind first placed of record against the Real Property by or on account of Seller after the Effective Date, and (ii) on or before Closing - all liens set forth on Schedule C to the Title Commitment (other than any liens or lien claims arising from work performed by or under Purchaser). Failure of Seller to remove or cure Mandatory Cure Items within the applicable time period is a default by Seller. Purchaser expressly acknowledges that Seller has disclosed that it accepted title to cause the Real Property (from its seller/grantor) subject to certain matters or agreements that are referenced in record Exception Documents but that are not themselves recorded, and there may be other unrecorded agreements referenced as such in the Title Company to insure against Commitment. If the same. Seller’s failure to deliver such written notice shall same do not constitute Seller’s election not to cure Purchaser’s title objections. Seller Unrecorded Agreements, Seller shall have no obligation to expend any money, obtain or provide such unrecorded documents or exception matters that are not of record in order to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens trigger the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. time periods for Purchaser’s failure Objections hereunder or for any other reason except to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections the extent that Seller is unwilling in possession of such unrecorded agreements (in which event, Seller shall provide them to curePurchaser as part of the Seller Deliveries, as hereinafter defined) and generally the obligation of the Title Company to produce unrecorded documents to which exception is taken is limited to that provided by applicable Texas title insurance regulations and Seller is not responsible for the Title Company’s compliance or non-compliance with such requirements. Purchaser may make Objection to such unrecorded matters but Seller (as in the case of all Objections save and except Mandatory Objections) shall have no obligation to cure or remove from title objections shall be deemed Permitted Exceptionsto the Real Property any such unrecorded matters, and Closing shall occur as provided in this Agreement without any reduction of or credit against including, but not limited to, the Sales Price.Seller Unrecorded Agreements. LAND SALE CONTRACT-341.3 ACRES IN HARRIS COUNTY, TX-XXXXX SPOILS TRACTS (EAST & WEST XXXXX PLACEMENT AREAS LLC & EQUITY RESOURCE PARTNERS-EAST WEST, LLC)
Appears in 1 contract
Objections. If Purchaser has an objection to items disclosed in the Commitment or SurveyFor purposes of this Article 2, then Purchaser a matter which may give Seller written notice of its objections no less than two (2) Business Days prior to the expiration of the Inspection Period. Any exception to title identified in the Commitment or Survey not be objected to by Purchaser in the manner and within the time period specified in this Section 6 hereunder (an "Objection") shall be deemed accepted "material" if it would adversely affect the value of a Specific Property by Purchasermore than $25,000. In the event a material Objection is raised by Purchaser which can be cured by the expenditure of funds, Seller shall be obligated, subject to the following sentence, to cure such Objection provided Purchaser pays the first $10,000 of such cure amount and such cure does not require the expenditure by Seller of more than $15,000. If Purchaser gives timely written notice of its objectionsthe Objection would cost less than $25,000, then Seller shall notify either cure such Objection or pay to Purchaser in writing within one (1) Business Day after receipt of Purchaser’s notice (“Seller’s Cure Period”) whether Seller elects to remove or to cause credit Purchaser at Closing the Title Company to insure against difference between the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not cost to cure the Objection and $10,000. If the Objection would cost more than $25,000 to cure ($10,000 of which shall be Purchaser’s title objections. 's obligation and $15,000 of which shall be Seller's obligation), Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing liens option of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: either (i) terminate this Agreementspending such excess funds and curing such Objection or giving Purchaser a credit at Closing equal to $15,000 and such excess funds, in which case the Xxxxxxx Money Objection shall be refunded to Purchaserdeemed satisfied, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive not spending such excess funds and not curing such Objection, in which case the unsatisfied objection Specific Property which was affected by such Objection shall be deemed an "Uncured Property." In the event a material Objection is raised by Purchaser which can not be cured by the expenditure of funds and is not otherwise cured by Seller within the Cure Period, the Specific Property which was affected by such Objection shall be deemed an "Uncured Property." For purposes of this Section 2.2, all Objections with respect to any Specific Property shall be aggregated and treated as a single "Objection." Notwithstanding anything herein to the contrary, (which a) Purchaser shall thereupon become have the right to terminate this Agreement if any of the following conditions occurs: (i) two Tier 1 Properties are deemed Uncured Properties, or (ii) any combination of Tier 1 Properties or Tier 2 Properties greater than or equal to three are deemed Uncured Properties, (b) Purchaser shall have the right to not purchase an Uncured Property and Purchaser shall not receive any credit at the Closing with respect to such Uncured Property, except that in the case of a Permitted ExceptionTier 1 Property or a Tier 2 Property, if Seller received a qualified offer for such Uncured Property, Purchaser shall receive a credit against the Purchase Price at the Closing equal to the highest qualified offer "the Highest Offer") and proceed received by Seller for such Uncured Property pursuant to Closing. Purchaser’s failure the Omnibus Sales Motion filed on July 19, 2000 currently in effect relating to give such notice of termination the Property (i.e. the order that required bids for the Property to be submitted to Seller on or before July 28, 2000), (c) if Purchaser does not pay its share of the amount necessary to cure an Objection (i.e. $10,000), the Property which is subject to such date Objection shall constitute not be deemed an Uncured Property, (d) if Seller does not pay its share of the amount necessary to cure an Objection (i.e. up to $15,000), the Property which is subject to such Objection shall, at Purchaser’s waiver of any title objections that Seller is unwilling to cure's option, be deemed an Uncured Property, and such title objections (e) Seller shall be deemed Permitted Exceptions, and Closing shall occur as provided in have the right to terminate this Agreement without if any reduction combination of Tier 1 Properties or credit against the Sales PriceTier 2 Properties greater than or equal to six are deemed Uncured Properties.
Appears in 1 contract
