Permitted Exceptions. (a) Buyer and Seller each shall use good faith, due diligence and reasonable efforts to cause the Title Company to deliver to Buyer within three (3) business days after the Effective Date, a current preliminary (title) report with respect to the Property (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being referred to herein as the “Title Documents”). Buyer's title to the Property shall be insured by the Title Company by means of the Title Policy (as defined in Section 8.2.6 below). (b) On or prior to expiration of the Review Period (said period commencing upon Buyer’s receipt of the Title Documents and ending on expiration of the Review Period also being referred to herein as the “Title Review Period”), Buyer shall notify Seller in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow (other than the lien of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close of Escrow) (“Seller’s Title Response”). If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller shall be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer shall be deemed to have waived its objections to the Disapproved Exceptions. If Buyer does timely elect to terminate this Agreement, then the Deposit shall be returned to Buyer, and the parties shall thereafter have no obligations under this Agreement or additional liability to one another except as expressly set forth herein.
Appears in 1 contract
Permitted Exceptions. The Land, its appurtenances and the Improvements shall be conveyed by Highwoods to GT Gateway free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions and restrictive covenants, except the following Permitted Exceptions:
(ai) Buyer Public utility easements and Seller each shall rights-of-way in customary form, so long as no Improvements are located thereon and they do not interfere with the use good faithof the Property for office, warehouse and related commercial purposes permitted by the Lease or materially affect the value of the Property;
(ii) Zoning and building laws or ordinances, provided they do not prohibit the use of the Property for office, warehouse and related commercial purposes permitted by the Lease and so long as the Property is in compliance with same;
(iii) Ad valorem real estate taxes for any year in which they are not yet due diligence and reasonable efforts payable as of the date of Closing; and
(iv) Those matters which GT Gateway has elected to cause accept;
(v) Items shown on the Survey and not objected to by GT Gateway or waived by GT Gateway in accordance with Section 4(a) hereof.
(vi) Those Permitted Exceptions listed on Exhibit D, so long as they to not interfere with the use of the Property for office, warehouse and related commercial purposes permitted by the Lease or materially affect the value of the Property. If, in the opinion of GT Gateway’s counsel, GT Gateway is not able to procure an owner’s title insurance commitment from the Title Company prior to deliver Closing, complying with the requirements of this Xxxxxxx 0, XX Xxxxxxx shall have the option of taking title “as is” and consummating the Closing, or terminating this Agreement. Notwithstanding any other provision contained herein to Buyer within three (3the contrary, if the title defect(s) business days after the Effective Datewhich may include, without limitation, a current preliminary Disapproved Exception, is a mortgage, lien, judgment, assessment, unpaid taxes or tax which can be cured by a monetary payment (title) report and with respect to the Property (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being referred to herein as the “Title Documents”). Buyer's which affirmative title to the Property shall be insured by insurance coverage is not available at the Title Company by means of the Title Policy (as defined in Section 8.2.6 below).
(bCompany’s standard rates) On or prior to expiration of the Review Period (said period commencing upon Buyer’s receipt of the Title Documents and ending on expiration of the Review Period also being referred to herein as the “Title Review Period”), Buyer shall notify Seller in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amendedGT Gateway has, and shall have, the Declaration absolute right of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, making such payment and Buyer will comply with reducing the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved Purchase Price by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow (other than the lien of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close of Escrow) (“Seller’s Title Response”). If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller shall be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer shall be deemed to have waived its objections to the Disapproved Exceptions. If Buyer does timely elect to terminate this Agreement, then the Deposit shall be returned to Buyer, and the parties shall thereafter have no obligations under this Agreement or additional liability to one another except as expressly set forth hereinlike amount.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Highwoods Properties Inc)
Permitted Exceptions. 4.2.1 Effective as of the Closing Date, but conditioned upon Closing, Escrow Agent shall issue to Purchaser Escrow Agent’s A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (“Title Policy”), with the liability under the Title Policy to be in an amount equal to the Purchase Price, insuring the fee title in such Property as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”):
(a) Buyer All matters and Seller each shall use good faith, due diligence Objections affecting title and reasonable efforts to cause the Title Company to deliver to Buyer within three (3) business days after the Effective Date, a current preliminary (title) report with respect to survey of the Property (the “a) not objected to by Purchaser in a properly delivered Title Report”Notice, (b) that Seller does not expressly agree to cure pursuant to Section 4.1.2 and 4.1.3 above, or agrees to attempt to cure but fails to effect such cure prior to Closing, and (c) otherwise approved or deemed approved by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being referred Purchaser pursuant to herein as the “Title Documents”). Buyer's title to the Property shall be insured by the Title Company by means of the Title Policy (as defined in Section 8.2.6 below)4.1.
(b) On Any supplemental property taxes assessed as a result of the sale of the Property by Seller to Purchaser;
(c) The lien of non-delinquent real and personal property taxes and assessments;;
(d) Discrepancies, conflicts in boundary lines, shortages in area, encroachments, and any state of facts shown on the Survey (or if Purchaser fails to cause the Survey to be delivered prior to expiration the Approval Date, those that would have been shown on the Survey) or which an inspection of the Review Period Property would disclose and which are not shown by the public records;
(said period commencing e) Rights of parties in possession, unrecorded leases and the rights of tenants thereunder, rights of holders of security interests on personal property installed upon Buyer’s receipt the Property by Seller which are disclosed to Purchaser (and if disclosed following the Approval Date, accepted in writing by Purchaser), easements, or claims of easements not shown by the public records with respect to which Seller has provided copies of the Title Documents applicable documents to Escrow Agent and ending on expiration of to Purchaser with the Review Period also being referred to Due Diligence Materials as provided herein as (and if provided following the “Title Review Period”)Approval Date, Buyer shall notify Seller accepted in writing by Purchaser);
(f) Governmental laws, regulations, statutes, codes, ordinances and restrictions now or hereafter in effect so far as these affect the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves Property or any part thereof, including, without limitation, zoning ordinances (and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions amendments and Restrictions for Palm Bluffs Corporate Centeradditions relating thereto), as amended, and any violations by the Declaration Property of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close any of Escrow. foregoing; and
(g) Any exceptions indicated created by Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Title Report and approved Property by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”)Purchaser or by its agents, then Seller shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow (other than the lien of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close of Escrow) (“Seller’s Title Response”). If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller shall be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer shall be deemed to have waived its objections to the Disapproved Exceptions. If Buyer does timely elect to terminate this Agreement, then the Deposit shall be returned to Buyer, and the parties shall thereafter have no obligations under this Agreement or additional liability to one another except as expressly set forth hereinemployees and/or contractors.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Permitted Exceptions. Purchaser acknowledges having received a preliminary title report dated as of February 14, 2003 (athe "Lot 4 Title Report") Buyer and Seller each shall use good faithcovering the Property, due diligence and reasonable efforts to cause issued by Title Guaranty of Hawaii, Inc. (the Title Company to deliver to Buyer within three (3) business days after the Effective Date"title company"), a current copy of which is attached hereto as EXHIBIT "6", and a preliminary (title) title report with respect to the Property dated as of February 13, 2003 (the “Lot 3 Title Report”") and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being referred to herein as the “Title Documents”). Buyer's title to the Property shall be insured by the Title Company by means of the Title Policy covering Lot 3 (as defined in Section 8.2.6 18 below, and being the parcel of land within which the Lot 3 Access Easement (as defined in Section 3(e) below) is located), issued by the title company, a copy of which is attached hereto as EXHIBIT "22", together with copies of all recorded documents and maps referenced in the Lot 4 Title Report and the Lot 3 Title Report (other than documents related to Seller's Mortgages (as defined in Section 6(a)(ii) below), as delivered by Seller to Intrawest pursuant to the Terminated Agreement. Attached as EXHIBIT "7" to this Agreement is a list of exceptions, reservations, easements, and other items which shall be recited or referenced in the Deed as permitted encumbrances or exceptions to title and exclusions from Seller's limited warranty under the Deed. Except for Monetary Liens, Purchaser hereby approves all items listed in Exhibit "7" and all other exceptions and defects affecting or encumbering the title to the Property, the Additional Property and the area to be encumbered by the Lot 3 Access Easement existing as of July 28, 2003. All such approved items are referred to in this Agreement as the "Permitted Exceptions." Prior to Closing, Seller agrees to take the following actions with respect to the Permitted Exceptions (and, to the extent expressly provide herein, the Permitted Exceptions shall be modified accordingly):
(i) Seller shall discharge (or cause to be discharged) from the Property Seller's Mortgages and any other mortgages, deeds of trust, attachments and monetary liens (excepting however the Purchase Money Note, the Purchase Money Mortgage and the UCC Financing Statement) ("Monetary Liens").
(bii) On or prior That certain Warranty Deed dated August 24, 0000 (Xxxx Xxxxx Xxxxxxxx Xx. 0000000; Liber 16531, Page 635) referenced in the Lot 4 Title Report includes the following provision: "RESERVING AND EXCEPTING to expiration [Pioneer Mill Company, Limited ("PMCo")], its successors and assigns forever, as appurtenant to the lands of [PMCo] located in the District of the Review Period Premises now owned or hereafter acquired and used by [PMCo], its successors and assigns, in its sugar plantation operations, the perpetual right and easement over and upon the Premises to discharge, emit, or transmit surface water runoff, noise, smoke, soot, dust, lights, vapors, odors, and other substances and phenomena of every description, created by and resulting from the reasonable operations of [PMCo], its successors and assigns, in burning sugar cane and bagasse, milling, generating power, trucking, hauling, and all other activities incidental to the operation of a sugar cane plantation or alternative energy projects; and Grantee, its successors and assigns, do hereby waive any and all claims under any law whatsoever against [PMCo] arising therefrom." (said period commencing upon Buyer’s receipt Such reservation and exception is referred to hereinbelow as the "Sugar Plantation Operations Easement".) Seller shall cause PMCo, Oahu MS Development Corp., a Hawaii corporation ("OMSD"), and Kaanapali Development Corp., a Hawaii corporation ("KDC") to execute and record at Closing a document (the "Partial Cancellation of Reserved Easement Rights"), in the form attached as EXHIBIT "8" to this Agreement, by which PMCo, OMSD and KDC release and cancel their respective rights and interests in the Sugar Plantation Operations Easement as it affects the Property, to the extent the Sugar Plantation Operations Easement is broader than Section 14 of this Agreement.
(iii) With respect to Item No. 12 of Schedule B to the Lot 4 Title Report (the "Unrecorded Leases Exception"), the Unrecorded Leases Exception shall not be recited in the Deed as an exception to title, and at Closing, Seller will provide the title company with written confirmation, in such form as has been previously provided to the title company by affiliates of Seller in similar transactions, as reasonably required by the title company for removal of the Title Documents and ending on expiration of Unrecorded Leases Exception from the Review Period also being referred to herein title policy (as the “Title Review Period”defined below), Buyer shall notify Seller in writing if any.
(the “Buyer Title Notice”iv) That certain Assignment and Assumption of those exceptions indicated on the Title Report that Buyer approves Rights, Interests and those exceptions that Buyer disapprovesObligations and Reservation of Rights, Interests and Obligations dated December 21, 0000 (Xxxx Xxxxx Xxxxxxxx Xx. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyer0000000; Document No. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended2002-033760), and the Declaration of Restrictions for Three Points at Palm Bluffsrelated unrecorded "KDC Transfer Agreement", as amendedreferenced in the Lot 4 Title Report, shall not be Permitted Exceptionsrecited in the Deed as an encumbrance or exception to title. Seller will provide such materials, and Buyer will comply with if any, reasonably required by the provisions thereof and all design guidelines associated with title company for removal of such documents following items from the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”)title policy, then Seller shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow (other than the lien of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close of Escrow) (“Seller’s Title Response”). If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller shall be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer shall be deemed to have waived its objections to the Disapproved Exceptions. If Buyer does timely elect to terminate this Agreement, then the Deposit shall be returned to Buyer, and the parties shall thereafter have no obligations under this Agreement or additional liability to one another except as expressly set forth hereinif any.
Appears in 1 contract
Samples: Property Purchase and Option Agreement (Kaanapali Land LLC)
Permitted Exceptions. With respect to each Contributed Property:
(ai) Buyer The Title Commitments are listed on Schedule 3.1(c) attached to this Agreement and Seller each all of the exceptions to coverage shown thereon shall be deemed Permitted Encumbrances; provided, however, the Parties agree to use good faith, due diligence and reasonable faith efforts to cause the Title Company to remove the objections to title set forth on Schedule D attached to this Agreement. The provisions of this Section 3.1(c)(i) shall survive the Initial Closing.
(ii) To the extent that ATA Holdings or ELRM obtains a new title commitment in connection with an Alternate Property, and such new title commitment contains any exception to coverage that (x) is not otherwise included in subsections (b), (c), (d) and (f) of the definition of Permitted Encumbrances and (y) would reasonably be expected to have a Property Material Adverse Effect (a “Post-Policy Exception”), then ATA Holdings, in its sole discretion, may object to such Post-Policy Exception by giving notice thereof to ELRM in writing, within ten (10) Business Days of receipt of such new title commitment (the “Objection Notice”). Any Post-Policy Exceptions to which ATA Holdings does not timely object in the Objection Notice shall be deemed Permitted Encumbrances. ELRM shall not be required to satisfy any objections set forth in any Objection Notice, nor shall ELRM be required to incur any cost or expense to do so; provided, however, that if the Objection Notice is timely delivered to ELRM and ELRM intends to remove or cure any title defects or objections raised therein, ELRM shall deliver to Buyer within three (3) business days after the Effective Date, a current preliminary (title) report with respect to the Property written notice (the “Title ReportResponse”) and to ATA Holdings within ten (10) Business Days after receipt of such Objection Notice identifying the Post-Policy Exceptions that ELRM intends to remove or cure (it being acknowledged that the delivery or failure to deliver a Title Response shall not constitute an admission by hard copy the EL Parties as to whether or functional hyperlink) one legible copy of each underlying recorded document shown not any such exception constitutes a Post-Policy Exception as an exception defined above). If ELRM fails to timely deliver the Title Response, or in its Title Response fails to commit to remove or cure any particular Post-Policy Exception raised in such Title Report (said Title Report and said underlying documents being referred to herein as the “Title Documents”). Buyer's title to the Property shall be insured by Objection Notice or cause the Title Company to affirmatively insure over any such Post-Policy Exception, then such failure shall constitute ELRM’s notice that it will not cure or remove such Post-Policy Exception. ATA Holdings shall have the right to elect by means of the Title Policy written notice to ELRM, on or before five (as defined in Section 8.2.6 below).
(b5) On or prior to expiration of the Review Period (said period commencing upon Buyer’s Business Days after receipt of the Title Documents and ending on expiration of the Review Period also being referred to herein as the “Response (or, if no Title Review Period”)Response is given, Buyer shall notify Seller in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have five (5) calendar days Business Days after receipt expiration of a Buyer Title Notice the period for delivery thereof), to advise Buyer in writing of any such Disapproved Exceptions either (A) waive the objections that Seller is unable or unwilling ELRM has not committed to remove at or cure and accept such title as the close of Escrow Property Owner is able to convey, in which event the matters objected to shall become Permitted Exceptions; or (other than B) exclude such Alternate Property from the lien of deeds of trust or other monetary obligationsTransactions by notifying ELRM in writing, which automatically whereupon (i) such Alternate Property shall be deemed Disapproved Exceptions an Excluded Property and which Seller (ii) the applicable Contribution Agreement, if any, shall be required to remove at terminate automatically without the close need for further action by any party thereto. The failure of Escrow) (“Seller’s Title Response”). If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller shall be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails ATA Holdings to timely terminate this Agreement, then Buyer deliver such a waiver or exclusion notice shall be deemed constitute ATA Holdings’ election to have waived its objections to waive the Disapproved Exceptions. If Buyer does timely elect to terminate this Agreement, then the Deposit shall be returned to Buyer, and the parties shall thereafter have no obligations under this Agreement or additional liability to one another except objection as expressly set forth hereindescribed in Subsection 3.1(c)(ii)(A) above.
Appears in 1 contract
Samples: Master Contribution and Recapitalization Agreement (Landmark Apartment Trust of America, Inc.)
Permitted Exceptions. (a) Buyer and shall notify Seller each shall use good faith, due diligence and reasonable efforts to cause of any objectionable matters in the Title Company to deliver to Buyer within three (3) business days after the Effective Date, a current preliminary (title) report with respect to the Property (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said “Objectionable Title Report and said underlying documents being referred to herein as the “Title DocumentsMatters”). Buyer's title to the Property shall be insured by the Title Company by means of the Title Policy ) within ten (as defined in Section 8.2.6 below).
(b10) On or prior to expiration of the Review Period (said period commencing upon days after Buyer’s receipt of the Title Documents and ending on expiration Report together with copies of all exception documents. Upon Buyer's receipt of the Review Period also being referred to herein as the “Title Review Period”)Report and copies of all exception documents, Buyer shall notify Seller in writing promptly provide (the “Buyer Title Notice”) of those exceptions indicated on or cause the Title Report that Buyer approves and those exceptions that Buyer disapprovesCompany to provide) to Seller a copy of same. If Buyer fails to deliver a Buyer so notify Seller of any such Objectionable Title Notice to Seller within Matters, all exceptions and other matters appearing in the Title Review Commitment existing at the expiration of the Financing Contingency Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved accepted by Buyer shall constitute permitted exceptions and included as Permitted Exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policyas defined below). If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then timely notifies Seller shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow Objectionable Title Matters (other than the lien of deeds of trust or other monetary obligationssuch writing “Buyer’s Title Notice”), which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close of Escrow) (“Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Response”)Matters on or prior to Closing. If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller shall be deemed to have provided given notice to Buyer with a that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Response that notifies Buyer Notice”) that Seller is unable will either attempt or unwilling refuse to remove at the close of Escrow the Disapproved Exceptionscure such Objectionable Title Matters. If Seller’s Title Response Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling refuse to remove at the Closing, then, after receiving Seller’s cure said Objectionable Title Response up until the Outside Closing DateMatters), Buyer shall either may (a) terminate this Agreement by written notice prior to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial Xxxxxxx Money Portion shall be paid to the Seller and the Title Company Refundable Initial Xxxxxxx Money Portion shall be returned to Buyer and neither party shall have further rights or waive Buyer’s objections obligations pursuant to such Disapproved Exceptions. If this Agreement, except as expressly provided herein, or (b) if Buyer fails to timely terminate this Agreementso terminate, then Buyer shall be deemed to have waived its objections such Objectionable Title Matters and accept that title to the Disapproved Exceptions. If Buyer does timely elect to terminate this AgreementReal Property is subject thereto, then the Deposit in which event there shall be returned no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to Buyercure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and the parties shall thereafter have no materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Agreement or additional liability to one another except as expressly set forth hereinSection 7.
Appears in 1 contract
Samples: Purchase & Sale Agreement (Craft Brew Alliance, Inc.)
Permitted Exceptions. Purchaser shall (ai) Buyer and Seller each shall use good faith, due diligence and reasonable efforts to cause confer with the Title Company and Seller to deliver attempt to Buyer within three agree on which (3A) business days after liens, encumbrances or other exceptions to title (the Effective Date“Title Exceptions”), a current preliminary and (titleB) report with respect encroachments by improvements on adjoining properties onto or over the Land, any encroachments of the Improvements onto or over adjoining properties, setback lines or easements (to the extent in violation thereof) or other survey defects (the “Survey Defects”), shall constitute “Permitted Exceptions” to title to the Real Property (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being referred to herein as the “Title Documents”). Buyer's title to the Property shall be insured by the Title Company by means of the Title Policy (as defined in Section 8.2.6 below).
(b) On or prior to expiration of the Review Period (said period commencing upon Buyer’s receipt of the Title Documents and ending on expiration of the Review Period also being referred to herein as the “Title Review Period”), Buyer shall notify Seller in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then and (ii) obtain from the Title Company pro forma title insurance policies, including all endorsements thereto and all other insurance provisions required by Purchaser in such title insurance policies (the “Pro Forma Title Policies”), or enter into a side letter agreement with Seller shall have five (5) calendar days after receipt of a Buyer setting forth which Title Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow (other than the lien of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and which Seller Survey Defects shall be required to remove at constitute the close of Escrow) Permitted Exceptions (the “Seller’s Title Responseand Survey Side Letter”). If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller Purchaser shall be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to notified Seller and the Title Company of all Title Exceptions and Survey Defects to which it objects on or waive Buyer’s objections prior to such Disapproved Exceptions. If Buyer fails January 5, 2015 (the “Title and Survey Objection Deadline)”, but is not able to timely obtain Pro Forma Title Policies or Title and Survey Side Letter acceptable to Purchaser, in its sole and absolute discretion, prior to January 15, 2015 (the “Title and Survey Review Deadline”), Purchaser shall have the right to terminate this Agreement, then Buyer in which case the Xxxxxxx Money shall be refunded to Purchaser, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. If Purchaser (i) does not notify Seller and the Title Company of all Title Exceptions and Survey Defects to which it objects on or prior to the Title and Survey Objection Deadline or (ii) does not obtain Pro Forma Title Policies or a Title and Survey Side Letter acceptable to Purchaser, in its sole and absolute discretion, prior to the Title and Survey Review Deadline and does not terminate this Agreement pursuant to this Section 5.3(a), Purchaser shall be deemed to have waived its all objections to any Title Exceptions disclosed in the Disapproved Exceptions. If Buyer does timely elect to terminate this AgreementTitle Commitments and Survey Defects disclosed in the Surveys, then the Deposit in which case such Title Exceptions and Survey Defects shall be returned deemed to Buyer, and the parties shall thereafter have no obligations under this Agreement or additional liability to one another except as expressly set forth hereinbe Permitted Exceptions.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Apple Hospitality REIT, Inc.)
Permitted Exceptions. If Purchaser is not satisfied, in its sole and absolute discretion, with the condition of title, then Purchaser may notify Seller of any of the Title Evidence (aeach, an “Objection” and, collectively, “Objections”), which Objections must be in writing and must be delivered to Seller on or prior to the expiration of the Due Diligence Period. Seller will thereafter, at its election, have the right (but not the obligation) Buyer and Seller each shall to use good faith, due diligence and commercially reasonable efforts to cause the Title Company any or all such Objections to deliver to Buyer within three be cured on or before Closing (3) business days after the Effective Date, a current preliminary (title) report provided that with respect to Existing Liens (as defined below) Seller shall be obligated to take all efforts necessary to cause Existing Liens to be cured). If, Seller elects to use commercially reasonable efforts to cause any or all such Objections to be cured, and after using commercially reasonable efforts to do so, Seller is unable to cure one or more Objections (other than Existing Liens), Seller shall provide written notice (an “Inability to Cure Notice”) to Purchaser no later than ten (10) days after receipt of the Property Objections (the “Response Deadline”). If Seller does not timely provide an Inability to Cure Notice to Purchaser, Seller shall be deemed to have elected to not cure any Objections. If Seller delivers an Inability to Cure Notice to Purchaser or does not timely deliver an Inability to Cure Notice, Purchaser may elect, in its sole and absolute discretion, to (a) terminate this Agreement by providing written notice thereof to Seller on or before the date occurring five (5) days after (1) the receipt of an Inability to Cure Notice or (2) the Response Deadline, if Seller does not timely deliver an Inability to Cure Notice, or (b) accept title subject to any Objections for which Seller is unable to cure as identified in an Inability to Cure Notice, other than any Existing Liens. All items to which Purchaser does not timely object in the Title Report”Evidence, and all items that Purchaser has been deemed to have accepted pursuant to clause (b) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being the prior sentence shall be collectively referred to herein as the “Title DocumentsPermitted Exceptions”). Buyer's title to the Property shall be insured by the Title Company by means ; provided, however, that in any event none of the Title Policy (as defined in Section 8.2.6 below).
(b) On or prior to expiration of the Review Period (said period commencing upon Buyer’s receipt of the Title Documents and ending on expiration of the Review Period also being referred to herein as the “Title Review Period”), Buyer shall notify Seller in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items following shall be deemed approved by Buyer. The Declaration of Covenants, Conditions Permitted Exceptions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have five in all cases be obligated to cure: (5A) calendar days after receipt judgments against Seller or any affiliate of a Buyer Title Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow Seller, (other than the lien of deeds of B) mortgages, trust deeds, or other monetary obligationsliens (including, which automatically shall without limitation, any mechanics’, materialmen’s and/or vendors’ liens with respect to the Property, and any real estate tax liens other than liens for taxes and assessments not delinquent), (C) any matters affecting the Property created on or after the Effective Date that are not otherwise permitted pursuant to the terms of this Agreement, and/or (D) defects, obligations or exceptions of a definite and ascertainable amount that can be deemed Disapproved Exceptions and which Seller shall be required to remove at satisfied solely by the close payment of Escrow) cash (collectively, “Seller’s Title ResponseExisting Liens”). If Purchaser does not timely provide Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller shall be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable notice of title defects as provided above or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either does not terminate this Agreement by written notice due to Seller and the Title Company or waive BuyerSeller’s objections inability to cure such Disapproved Exceptions. If Buyer fails to timely terminate this Agreementtitle defects, then Buyer Purchaser shall be deemed to have waived its all objections and defects to any matters of record title as of the Disapproved Exceptions. If Buyer does timely elect Due Diligence Period Expiration Date, but not to terminate this Agreement, then the Deposit shall be returned to Buyer, and the parties shall thereafter have no obligations under this Agreement any Existing Liens or additional liability to one another except as expressly set forth hereinnew matters that arise thereafter.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Federal Signal Corp /De/)
Permitted Exceptions. Attached as EXHIBIT "3" to this Agreement is a copy of a preliminary title report dated as of February 13, 2003 (athe "Lot 3 Title Report") Buyer covering the Property, issued by Title Guaranty of Hawaii, Inc. Optionee acknowledges that, as provided in and Seller each shall use good faith, due diligence and reasonable efforts to cause the Title Company to deliver to Buyer within three (3) business days after the Effective Date, a current preliminary (title) report with respect pursuant to the Property (Xxx 0 Xxxxxxxx Xxxxxxxxx, xx has received copies of all recorded documents and maps referenced in the “Lot 3 Title Report”) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying , other than documents being referred to herein as the “Title Documents”). Buyer's title related to the Property shall be insured by the Title Company by means of the Title Policy Amfac Mortgages (as defined in Section 8.2.6 9(a)(ii) below).
. Attached as EXHIBIT "4" to this Agreement is a list of exceptions, reservations, easements, and other items which NB 3 proposes shall be recited or referenced in the Deed as permitted encumbrances or exceptions to title and exclusions from NB 3's limited warranty under the Deed. If Optionee disapproves of any items listed in Exhibit "4" or any other exceptions or defects discovered by Optionee through its investigation of the state of the title to the Property, Optionee may, at its discretion, inform NB 3 of such disapproval by delivering written notice (bthe "Title Notice") On or thereof to NB 3 no later than sixty calendar days prior to expiration the Expiration Date (and in no event later than ten days prior to Optionee's delivery of the Review Period Notice of Exercise). The Title Notice shall specify in detail the disapproved item(s), exception(s) and defect(s) (said period commencing upon Buyer’s the "title defect"). Upon receipt of the Title Documents and ending on expiration of Notice, NB 3 shall, at its option, notify Optionee in writing, delivered to Optionee no later than twenty calendar days prior to the Review Period also being referred Expiration Date, either: (i) that NB 3 shall agree to herein as cure or otherwise remove the “Title Review Period”), Buyer shall notify Seller in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, title defect from title and the Declaration Deed prior to the Closing Date; or (ii) that NB 3 shall not or cannot cure or otherwise remove the title defect, in which case, if Optionee delivers the Notice of Restrictions for Three Points at Palm BluffsExercise, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow (other than the lien of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close of Escrow) (“Seller’s Title Response”). If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller Optionee shall be deemed to have provided Buyer with a Seller’s Title Response rescinded its disapproval of the title defect. Optionee agrees that notifies Buyer NB 3 has no obligation to cure any title defect, except that Seller is unable or unwilling to remove at NB 3 shall discharge from the close Property the Amfac Mortgages and any other mortgages, deeds of Escrow trust, attachments and monetary liens (excepting, however, any mortgages and liens affecting the Disapproved Exceptionsgrantee's interest under the Grant of Lot 4 Access Easement (as defined in Section 10(c)(xx) below)) ("Monetary Liens"). If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the ClosingExcept for Monetary Liens, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer Optionee shall be deemed to have waived its objections approved all items listed in Exhibit "4" and all other exceptions and defects affecting or encumbering the title to the Disapproved ExceptionsProperty existing as of the date of Optionee's effective exercise of the Option and not expressly and specifically disapproved in the manner provided above in this subsection 6(b). If Buyer does timely elect All such approved items are referred to terminate this Agreement, then the Deposit shall be returned to Buyer, and the parties shall thereafter have no obligations under in this Agreement or additional liability to one another except as expressly set forth hereinthe "Permitted Exceptions."
Appears in 1 contract
Permitted Exceptions. (a) Buyer and shall notify Seller each shall use good faith, due diligence and reasonable efforts to cause of any objectionable matters in the Title Company to deliver to Buyer within three (3) business days after the Effective Date, a current preliminary (title) report with respect to the Property (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said “Objectionable Title Report and said underlying documents being referred to herein as the “Title DocumentsMatters”). Buyer's title to the Property shall be insured by the Title Company by means of the Title Policy ) within ten (as defined in Section 8.2.6 below).
(b10) On or prior to expiration of the Review Period (said period commencing upon days after Buyer’s receipt of the Title Documents and ending on expiration Report together with copies of all exception documents. Upon Buyer's receipt of the Review Period also being referred to herein as the “Title Review Period”)Report and copies of all exception documents, Buyer shall notify Seller in writing promptly provide (the “Buyer Title Notice”) of those exceptions indicated on or cause the Title Report that Buyer approves and those exceptions that Buyer disapprovesCompany to provide) to Seller a copy of same. If Buyer fails to deliver a Buyer so notify Seller of any such Objectionable Title Notice to Seller within Matters, all exceptions and other matters appearing in the Title Review Commitment existing at the expiration of the Financing Contingency Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved accepted by Buyer shall constitute permitted exceptions and included as Permitted Exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policyas defined below). If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then timely notifies Seller shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow Objectionable Title Matters (other than the lien of deeds of trust or other monetary obligationssuch writing “Buyer’s Title Notice”), which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close of Escrow) (“Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Response”)Matters on or prior to Closing. If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller shall be deemed to have provided given notice to Buyer with a that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Response that notifies Buyer Notice”) that Seller is unable will either attempt or unwilling refuse to remove at the close of Escrow the Disapproved Exceptionscure such Objectionable Title Matters. If Seller’s Title Response Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling refuse to remove at the Closing, then, after receiving Seller’s cure said Objectionable Title Response up until the Outside Closing DateMatters), Buyer shall either may (a) terminate this Agreement by written notice prior to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial Xxxxxxx Money Portion shall be paid to the Seller and the Title Company Refundable Initial Xxxxxxx Money Portion shall be returned to Buyer and neither party shall have further rights or waive Buyer’s objections obligations pursuant to such Disapproved Exceptions. If this Agreement, except as expressly provided herein, or (b) if Buyer fails to timely terminate this Agreementso terminate, then Buyer shall be deemed to have waived its objections such Objectionable Title Matters and accept that title to the Disapproved Real Property is subject thereto, in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does timely not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, then the Deposit Seller shall be returned required to Buyercure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and the parties shall thereafter have no obligations under this Agreement (3) any judgment lien or additional liability to one another except as expressly set forth hereinattachment being contested by Seller in good faith.
Appears in 1 contract
Samples: Commercial & Investment Real Estate Purchase & Sale Agreement
Permitted Exceptions. (a) Buyer and Seller each shall use good faith, due diligence and reasonable efforts to cause the Title Company to deliver to Buyer within three (3) business days after the Effective Date, a current preliminary (title) report with respect to the Property (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being referred to herein as the “Title Documents”). Buyer's title to the Property shall be insured by the Title Company by means of the Title Policy (as defined in Section 8.2.6 below).
(b) On or prior to expiration of the Review Period (said period commencing upon Buyer’s receipt of the Title Documents and ending on expiration of the Review Period also being referred to herein as the “Title Review Period”), Buyer shall notify Seller of any objectionable matters in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller title report or any supplemental report within the Title Review Period identifying earlier of: (1) twenty (20) days after Mutual Acceptance of this Agreement; or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money, less any exceptions indicated on the Title Report approved by costs advanced or committed for Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have unless within five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer Buyer’s notice of such objections (1) Seller agrees, in writing of any such Disapproved Exceptions that Seller is unable or unwilling writing, to remove at the close of Escrow all objectionable provisions or (other than the lien of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and 2) Buyer notifies Seller that Buyer waives any objections which Seller shall be required does not agree to remove at the close of Escrow) (“Seller’s Title Response”)remove. If Seller fails any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to deliver a written Sellerthe new title matters except that Xxxxx’s Title Response notice of objections must be delivered within said five (5) calendar daysdays of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, then Seller or the statutory lien for real property taxes, and the same shall not be deemed to have provided Buyer with a Seller’s Title Response be Permitted Exceptions; provided, however, that notifies Buyer that Seller is unable or unwilling the lien securing any financing which Xxxxx has agreed to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer assume shall be deemed a Permitted Exception. Except for the foregoing, those provisions not objected to have or for which Buyer waived its objections to the Disapproved Exceptions. If Buyer does timely elect to terminate this Agreement, then the Deposit shall be returned referred to Buyercollectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the parties information and reasonable covenants requested by the title company. The title policy shall thereafter have contain no obligations under this Agreement or additional liability exceptions other than the General Exclusions and Exceptions common to one another except as expressly set forth hereinsuch form of policy and the Permitted Exceptions.
Appears in 1 contract
Samples: Purchase Agreement
Permitted Exceptions. (a) Buyer and Seller each shall use good faith, due diligence and reasonable efforts to cause the Title Company to deliver to Buyer within three (3) business days after the Effective Date, Attached hereto as Exhibit E is a current copy of a preliminary (title) report with respect of title to the Real Property (the “Title Preliminary Report”) and (issued by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown the Title Company. Except as an exception provided in such Title Report (said Title the next sentence, all matters described in the Preliminary Report and said underlying documents being in Section 3.7.5, together with all title conditions created by Buyer or resulting from the acts of Buyer or its agents or representatives, are referred to herein as the “Title Documents”). Buyer's title to Permitted Exceptions.” Permitted Exceptions do not include (i) any judgment lien, delinquent taxes, bonds or assessments which result solely from Seller’s actions or omissions; (ii) any deed of trust, and/or any other lien or encumbrance representing monies owed; (iii) any liens, encumbrances, or other claims and interests which have been placed upon or against the Property shall be insured by after the Title Company by means date of the Title Policy Preliminary Report voluntarily by Seller; (as defined in Section 8.2.6 below).
iv) any exception relating to Seller’s authority to enter into and/or perform this Agreement and/or the authority of any person or persons executing this Agreement on behalf of Seller or (bv) On Exceptions numbered 6, 8 and 9 on the Preliminary Report relating to prior leases at the Property or prior (vi) Exception number 12 on the Preliminary Report relating to expiration a lien for personal property taxes. Seller shall cause all of the Review Period items described in the preceding sentence, to be eliminated or cured by endorsement (said period commencing upon Buyer’s receipt provided that such endorsement includes the agreement of the Title Documents title company to issue the same coverage to subsequent owners and ending on expiration encumbrances of the Review Period also being referred to herein as the “Title Review Period”), Buyer shall notify Seller in writing (the “Buyer Title Notice”Property without charge) of those exceptions indicated at Seller’s expense on the Title Report that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following or before the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer in writing The removal or elimination of any such Disapproved Exceptions that Seller is unable or unwilling to remove at other title exception reflected in the close of Escrow (other than the lien of deeds of trust or other monetary obligations, which automatically Preliminary Report shall be deemed Disapproved Exceptions a matter solely between Buyer and which Seller Title Company. Any references to property taxes, bonds and/or assessments shall be required to remove at the close of Escrow) (“subject to, and shall not relieve Seller from, Seller’s Title Response”). If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller shall be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer shall be deemed to have waived its objections to the Disapproved Exceptions. If Buyer does timely elect to terminate this Agreement, then the Deposit shall be returned to Buyer, and the parties shall thereafter have no obligations under this Section and/or Seller’s obligation with respect to the proration of such items at the Close of Escrow as provided in Section 3.12. After the expiration of the Due Diligence Period, except as provided in Section 3.7.5, Buyer has no right to terminate or cancel this Agreement or additional liability delay the Closing Date in order to one another except obtain the title endorsements or elimination of exceptions that Buyer may desire. Buyer may elect to obtain an ALTA extended coverage owner’s title policy, so long as expressly set forth hereinthe Closing is not delayed as a result.
Appears in 1 contract
Permitted Exceptions. (aSubsidiary and Parent shall have reviewed and approved, in their sole discretion, the Permitted Exceptions described in the Disclosure Letter. In the event that any of the Subsidiary's and Parent's Conditions Precedent shall not have been fulfilled to the satisfaction of Subsidiary and Parent, in their sole and absolute discretion or waived in writing by Subsidiary and Parent, Subsidiary or Parent shall notify the Shareholders in writing as to which Condition(s) Buyer Precedent has not been fulfilled, which notice shall state with reasonable specificity the reason and Seller each basis for such Condition(s) Precedent not having been fulfilled. The Shareholders shall use good faith, due diligence and reasonable efforts to cause the Title Company to deliver to Buyer within have a period of three (3) business days after following their receipt of such notice within which to notify Subsidiary and Parent in writing that the Effective DateShareholders intend to attempt to cause such Condition(s) Precedent to be fulfilled. In the event the Shareholders provide Subsidiary and Parent with such notice, the Shareholders shall have a current preliminary period of thirty (title30) report days within which to attempt to cause such Condition(s) Precedent to be fulfilled and the Closing shall be extended to accommodate such efforts. In the event the Shareholders fail to provide Subsidiary and Parent with respect such notice within such three (3) day period or provide such notice within such three (3) day period but fail to cause such Condition(s) Precedent to be fulfilled to the Property (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being referred to herein as the “Title Documents”). Buyer's title to the Property shall be insured by the Title Company by means satisfaction of the Title Policy Subsidiary and Parent in their sole and absolute discretion within such thirty (as defined 30) day period, Subsidiary and Parent will have the right, in Section 8.2.6 below).
(b) On or prior to expiration of the Review Period (said period commencing upon Buyer’s receipt of the Title Documents their sole and ending on expiration of the Review Period also being referred to herein as the “Title Review Period”), Buyer shall notify Seller in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amendedabsolute discretion, and the Declaration of Restrictions for Three Points at Palm Bluffswithout any liability or obligation to any Shareholder or Com-Net whatsoever, as amended, shall be Permitted Exceptions, to terminate this Merger Agreement. Subsidiary and Buyer Parent will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer notify each Shareholder in writing of any such Disapproved Exceptions that Seller is unable or unwilling Condition(s) Precedent which have not been fulfilled prior to remove at 10:00 a.m. Eastern Time on the close of Escrow (other than the lien of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close of Escrow) (“Seller’s Title Response”)Closing Date. If Seller Subsidiary or Parent fails to deliver a written Seller’s Title Response so notify each Shareholder within said five (5) calendar dayssuch time period, then Seller shall Subsidiary and Parent will be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable fulfilled or unwilling to remove at the close waived all Condition(s) Precedent, and all rights of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller Subsidiary and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer shall be deemed to have waived its objections to the Disapproved Exceptions. If Buyer does timely elect Parent to terminate this Agreement, then the Deposit shall Merger Agreement pursuant to this Article VIII will be returned to Buyer, null and the parties shall thereafter have void and of no obligations under this Agreement further force or additional liability to one another except as expressly set forth hereineffect.
Appears in 1 contract
Permitted Exceptions. (a) Buyer and Seller each shall use good faith, due diligence and reasonable efforts On or prior to cause the Title Company to deliver to Buyer within three (3) business days after the Effective Date, Seller shall request that the Title Company prepare and deliver to Buyer a current preliminary (title) report with respect to the Property title commitment (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy together with copies of each underlying recorded document shown as an exception in such Title Report (said Title Report and said all underlying documents being relating to title exceptions referred to herein as the therein (“Title DocumentsException Instruments”). Buyer's title In addition, Buyer shall have the right to obtain an updated survey of the Property complying with the ALTA/NSPS 2016 standards (the “Survey”). Buyer shall provide a copy of the Survey, which shall be certified to the Property Title Company, Buyer and Seller, to Seller. Buyer shall pay the entire cost of the Survey. Buyer shall have the right to object to any matters shown on the Title Report or Survey, or in the Exception Instruments, by notice to Seller at any time during the Contingency Period, which objections shall be insured by deemed to be included within the Title Company by means of the Title Policy (as defined Objections provided for in Section 8.2.6 below4.2(b). Seller shall not be obligated to cure any such matters, except as may be otherwise provided in Section 4.2(c) or elsewhere in this Agreement or as may be agreed in writing by Seller.
(b) On or prior to expiration of the Review Period Not later than (said period commencing upon i) five (5) business days after Buyer’s receipt of the Title Documents Report, Exception Instruments and ending on expiration Survey, or (ii) seven (7) days prior to the last day of the Review Period also being referred to herein as Contingency Period, whichever occurs first (the “Title Review PeriodDate”), Buyer shall furnish Seller with a written statement of objections, if any, to the title to the Property, including, without limitation, any objections to any matter shown on the Survey (collectively, “Objections”). In the event the Title Company amends or updates the Title Report after the Effective Date (each, a “Title Report Update”), Buyer shall furnish Seller with a written statement of any Objections to any matter first raised in a Title Report Update within three (3) days after its receipt of such Title Report Update (each, a “Title Update Review Period”). Should Buyer fail to notify Seller in writing (the “Buyer of any Objections to any matter first disclosed in a Title Notice”) of those exceptions indicated on Report Update prior to the Title Report that Update Review Period, as applicable, Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed to have approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, such matters which shall be considered to be “Permitted Exceptions, and Buyer will comply ” as defined in Section 4.3 below.
(c) If Seller receives a timely Objection in accordance with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions"Section 4.2(b) in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved ExceptionsBuyer’s Notice”), then Seller shall have five the right, but not the obligation (5except as hereafter provided), within three (3) calendar days after receipt of a Buyer Title Buyer’s Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow (other than the lien of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close of Escrow) (“Seller’s Title Response Period”), to elect to cure any such matter upon written notice to Buyer (“Seller’s Response”), and may extend the Closing Date for up to fifteen (15) business days to allow such cure. If Seller fails to deliver a written does not give any Seller’s Title Response within said five (5) calendar dayssuch 3-day period, then Seller shall be deemed to have elected not to cure any such matters. Notwithstanding the foregoing or the provisions of Section 4.2(d), or any other provision of this Agreement, to the contrary, Seller shall in any event be obligated (whether or not Buyer objects to same) to cure and satisfy at or before Closing all matters, items or requirements (collectively, “Liens”) (i) that are mortgage or deed of trust liens or security interests against the Property, in each case granted by Seller (and not tenants of the Property or other third parties); (ii) real estate tax liens, other than liens for taxes and assessments not yet delinquent, or (iii) that have been voluntarily placed against the Property by Seller, or that are any other monetary lien of a liquidated amount encumbering the Property created by Seller or resulting from any work performed at the direction of Seller (and not tenants of the Property or other third parties) and that are not otherwise permitted pursuant to the provisions hereof. Seller shall be entitled to apply the Purchase Price towards the payment or satisfaction of such liens at Closing, and may cure any Objection to a monetary lien by filing the appropriate bond (provided Buyer with a such bond enables the Title Company to remove such exception from the Title Policy or to insure against such matter) or causing the Title Company, at Seller’s Title Response that notifies Buyer that sole cost and expense, to fully insure against such matters.
(d) If Seller is unable or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates elects (or is deemed to indicatehave elected) not to cure any Objections (other than Liens) raised in any Buyer’s Notice timely delivered by Buyer to Seller pursuant to Section 4.2(b) or if Seller notifies Buyer that there are Disapproved Exceptions it elects to cure any such Objection (other than Liens) but then does not for any reason effect such cure on or before the Closing Date as it may be extended hereunder, then Buyer, as its sole and exclusive remedy, shall have the option to either (A) waive such Objection by delivering written notice thereof to Seller within three (3) days after (as applicable) (i) its receipt of Seller’s Response stating that Seller is unable will not cure any such Objection or unwilling to remove at (ii) the Closing, then, after receiving expiration of Seller’s Title Response up until Period if Seller does not deliver a Seller’s Response or (iii) Seller’s failure to cure by the Outside Closing Date, Buyer shall either Date (as it may be extended hereunder) any Objection which Seller has previously elected to cure pursuant to a Seller’s Response or (B) terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If (if Buyer fails to timely terminate this Agreementdeliver written notice waiving the objection within such 3-day period under clause (A) above, then Buyer shall be deemed to have waived its objections to the Disapproved Exceptions. If Buyer does timely elect elected to terminate this Agreement). In the event of such a termination, then the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except for those matters that survive termination as herein provided. If Seller receives notice by Buyer of waiver of such Objections hereunder (or Buyer actually consummates Closing without such Objections having been cured), then such Objections shall be deemed to have waived and those waived Objections shall become “Permitted Exceptions” under Section 4.3. If the parties Closing is not consummated for any reason other than Seller’s default hereunder, Buyer shall thereafter be responsible for any title or escrow cancellation charges.
(e) At the Closing, Seller shall convey title to the Property to Buyer by Special Warranty Deed in the form of Exhibit C attached hereto (the “Deed”). Subject to the terms and conditions contained elsewhere in this Agreement, by acceptance of the Deed and the Closing of the purchase and sale of the Property, (x) Buyer agrees it is assuming for the benefit of Seller all of the obligations of Seller first accruing and arising from and after Closing with respect to the Property under the Permitted Exceptions; and (y) Buyer agrees that Seller shall have no conclusively satisfied its obligations under with respect to title to the Property. The provisions of this Agreement or additional liability to one another except as expressly set forth hereinSection shall survive the Closing.
Appears in 1 contract
Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report within the earlier of: (a) days (20 days if not completed) after receipt of the preliminary commitment for title insurance; or (b) the Feasibility Contingency Date. This Agreement shall terminate and Buyer shall receive a refund of the Xxxxxxx Money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections INITIALS: Buyer Date Seller Date Buyer Date Seller Date Seller shall give notice, in writing, of its intent to remove all objectionable provisions before Closing. If Seller fails to give timely notice that it will clear all disapproved objections, this Agreement shall automatically terminate and Buyer shall receive a refund of the Xxxxxxx Money, less any costs advanced or committed for Buyer, unless Buyer notifies Seller each shall use good faith, due diligence and reasonable efforts to cause the Title Company to deliver to Buyer within three (3) business days after that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the Effective Datepreceding termination, a current preliminary (title) report with respect objection and waiver provisions shall apply to the Property new title matters except that Buyer’s notice of objections must be delivered within three (3) days of receipt of the “Title Report”supplemental report by Xxxxx and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The Closing Date shall be extended to the extent necessary to permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and (by hard copy the same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being for which Buyer waived its objections shall be referred to herein collectively as the “Title Documents”). Buyer's Permitted Exceptions.” Seller shall reasonably cooperate with Buyer and the title company to clear objectionable title matters and shall provide an affidavit containing the Property shall be insured information and reasonable covenants requested by the Title Company by means of the Title Policy (as defined in Section 8.2.6 below).
(b) On or prior to expiration of the Review Period (said period commencing upon Buyer’s receipt of the Title Documents and ending on expiration of the Review Period also being referred to herein as the “Title Review Period”), Buyer shall notify Seller in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyertitle company. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, title policy shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any contain no exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow (other than the lien General Exclusions and Exceptions common to such form of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close of Escrow) (“Seller’s Title Response”). If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller shall be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller policy and the Title Company or waive Buyer’s objections to such Disapproved Permitted Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer shall be deemed to have waived its objections to the Disapproved Exceptions. If Buyer does timely elect to terminate this Agreement, then the Deposit shall be returned to Buyer, and the parties shall thereafter have no obligations under this Agreement or additional liability to one another except as expressly set forth herein.
Appears in 1 contract
Samples: Commercial & Investment Real Estate Purchase & Sale Agreement
Permitted Exceptions. (a) If Buyer and disapproves of any title exception as described above, Seller each shall use good faith, due diligence and reasonable efforts to cause the Title Company to deliver to Buyer within will have three (3) business days after receipt of written notice of the Effective Datedisapproved exception(s) to notify Buyer that Seller will attempt to have the disapproved exception(s) removed prior to Closing or insured over or that Seller will not cause the exception to be removed or insured over. Seller's failure to deliver such notice will be deemed to mean that the exception(s) will not be removed or insured over. If Seller elects, a current preliminary or is deemed to have elected, not to have any disapproved exception removed or insured over, Buyer will have three (title3) report with respect business days from the receipt of Seller's notice either to (i) to have the disapproved exception removed or insured over, or (ii) to waive its disapproval of such exception(s) and agree to purchase the Real Property subject to the Property (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being referred to herein as the “Title Documents”disapproved exception(s). Buyer's title failure to have the Property shall exception removed or insured over or to deliver such notice will be insured by the Title Company by means deemed an election of the Title Policy (as defined in Section 8.2.6 below).
(b) On or prior Buyer to expiration of the Review Period (said period commencing upon Buyer’s receipt of the Title Documents and ending on expiration of the Review Period also being referred to herein as the “Title Review Period”), Buyer shall notify Seller in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and those terminate this Agreement. All exceptions that Buyer disapproveshas approved hereunder, either by Buyer's actual approval or actual waiver of a disapproval, will be termed the "Permitted Exceptions". If Buyer fails Seller elects, in its sole discretion, to deliver have a Buyer Title Notice disapproved exception removed or insured over to Buyer's reasonable satisfaction, Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by will be obligated to use diligent, good faith efforts to have that exception removed or insured over to Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended's reasonable satisfaction, and if Seller cannot have the Declaration of Restrictions for Three Points at Palm Bluffsexception removed or insured over to Buyer's reasonable satisfaction, as amendedby the Closing, shall be Permitted ExceptionsSeller will so notify Buyer, and Buyer will comply with have the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions right either to ("Permitted Exceptions"a) in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow (other than the lien of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close of Escrow) (“Seller’s Title Response”). If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller shall be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer shall be deemed (b) have the exception removed or insured over to have waived its objections Buyer's reasonable satisfaction, and proceed to the Disapproved Exceptions. If Buyer does timely elect Closing, or (c) waive its disapproval of that exception and purchase the Real Property subject to terminate this Agreement, then the Deposit shall be returned to Buyer, and the parties shall thereafter have no obligations under this Agreement or additional liability to one another except as expressly set forth hereinit.
Appears in 1 contract
Permitted Exceptions. (a) Buyer and Seller each shall use good faith, due diligence and reasonable efforts to cause the Title Company to deliver to Buyer within three (3) business days after the Effective Date, a current preliminary (title) report with respect to the Property (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being referred to herein as the “Title Documents”). Buyer's title to the Property shall be insured by the Title Company by means of the Title Policy (as defined in Section 8.2.6 below).
(b) On or prior to expiration of the Review Period (said period commencing upon Buyer’s receipt of the Title Documents and ending on expiration of the Review Period also being referred to herein as the “Title Review Period”), Buyer shall notify Seller of any objectionable matters in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller title report or any supplemental report within the Title Review Period identifying earlier of: (1) twenty (20) days after Mutual Acceptance of this Agreement; or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money, less any exceptions indicated on the Title Report approved by costs advanced or committed for Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have unless within five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer Buyer’s notice of such objections (1) Seller agrees, in writing of any such Disapproved Exceptions that Seller is unable or unwilling writing, to remove at the close of Escrow all objectionable provisions or (other than the lien of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and 2) Buyer notifies Seller that Buyer waives any objections which Seller shall be required does not agree to remove at the close of Escrow) (“Seller’s Title Response”)remove. If Seller fails any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to deliver a written Sellerthe new title matters except that Buyer’s Title Response notice of objections must be delivered within said five (5) calendar daysdays of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, then Seller or the statutory lien for real property taxes, and the same shall not be deemed to have provided be Permitted Exceptions; provided, however, that the lien securing any financing which Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable or unwilling has agreed to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer assume shall be deemed a Permitted Exception. Except for the foregoing, those provisions not objected to have or for which Buyer waived its objections to the Disapproved Exceptions. If Buyer does timely elect to terminate this Agreement, then the Deposit shall be returned referred to Buyercollectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Buyer and proration of real property taxes, and Seller shall provide an owner’s affidavit containing the parties information and reasonable covenants requested by the title company. The title policy shall thereafter have contain no obligations under this Agreement or additional liability exceptions other than the General Exclusions and Exceptions common to one another except as expressly set forth hereinsuch form of policy and the Permitted Exceptions.
Appears in 1 contract
Samples: Purchase Agreement
Permitted Exceptions. On or before ten (a) Buyer and Seller each shall use good faith, due diligence and reasonable efforts to cause the Title Company to deliver to Buyer within three (310) business days after all of the Effective DateCommitment, a current preliminary (title) report the Title Review Documents, and the Survey have been delivered, Purchaser shall provide Seller with respect written notice of any objections which Purchaser has to exceptions shown on the Commitment or any condition of the Property (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being referred to herein as the “Title Documents”). Buyer's title to the Property shall be insured revealed by the Title Company Survey. All objections raised by means of Purchaser in the Title Policy manner herein provided are hereafter called “Objections.” Seller shall have no obligation to cure or remove any Objections, but, Seller shall notify Purchaser in writing within ten (as defined in Section 8.2.6 below).
(b10) On or prior to expiration of the Review Period (said period commencing upon Buyer’s business days after receipt of the Title Documents and ending Objections as to which Objections Seller will cure. Purchaser may, on expiration of the Review Period also being referred to herein as the “Title Review Period”), Buyer shall notify Seller in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items shall be deemed approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have or before five (5) calendar business days after receipt Seller’s delivery to Purchaser of a Buyer Title Notice such notice, terminate this Agreement in its entirety by giving Seller written notice of termination. Thereafter, the Exxxxxx Money shall be returned to advise Buyer in writing Purchaser except for the sum of any $100 which will be delivered to Seller as independent consideration hereunder, and Seller and Purchaser shall be released and relieved of further obligations, liabilities and claims hereunder except for the Post Termination Obligations (defined below) which will survive such Disapproved Exceptions termination. If Purchaser fails to give written notice of termination within such five (5) business day period, all Objections that Seller is unable or unwilling refuses to remove at the close of Escrow (other than the lien of deeds of trust or other monetary obligations, which automatically cure shall be deemed Disapproved Exceptions and which waived. Seller shall be required cure all Objections Seller represents it will cure and in no event shall such Objections remain uncured five days prior to remove at the close of Escrow) (“Seller’s Title Response”)Closing. If Seller fails to deliver a written Seller’s Title Response cure such Objections within said five (5) calendar day period, Closing shall be extended for thirty (30) days, then Seller and if such Objections remain uncured after such extension, Purchaser’s sole and exclusive remedy shall be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer shall be deemed to have waived its objections to the Disapproved Exceptions. If Buyer does timely elect either:
A. to terminate this Agreement; have the Exxxxxx Money returned to it, then less the Deposit independent consideration; and Seller shall be returned obligated to Buyerpay Purchaser within thirty (30) days after such election is made by Purchaser the out of pocket costs and expenses incurred by Purchaser after the Effective Date for third party contractors, consultants and attorneys regarding the parties Property provided that Purchaser provides Seller reasonable documentation of such costs that are incurred after the Effective Date; or
B. to enforce specific performance of Seller’s agreement to cure such Objections; or
C. to proceed to Closing, in which event such Objections shall thereafter have no obligations under this Agreement or additional liability to one another except as expressly set forth hereinbe deemed waived.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Stratus Properties Inc)
Permitted Exceptions. The exceptions to title disclosed in the Title Commitment, including any standard printed exceptions that the Title Company will not omit, other than (a) those title exceptions to which Buyer has tendered an objection in a New Buyer Objection which are not subsequently cured or waived and Seller each shall use good faith, due diligence and reasonable efforts to cause the Title Company to deliver to Buyer within three (3) business days after the Effective Date, a current preliminary (title) report with respect to the Property (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy of each underlying recorded document shown as an exception in such Title Report (said Title Report and said underlying documents being referred to herein as the “Title Documents”). Buyer's title to the Property shall be insured by the Title Company by means of the Title Policy (as defined in Section 8.2.6 below).
(b) On any delinquent taxes or assessments, shall be the “Permitted Exceptions” hereunder. Furthermore, (A) the matters set forth on Schedule D shall constitute Permitted Exceptions for all purposes hereunder and (B) Buyer agrees that Buyer shall not be permitted to deliver a New Buyer Objection to either that certain Easement contained in Deed Book 4201, Page 197 or that certain Right of Way in Deed Book 4900, Page 140. Notwithstanding anything to the contrary contained herein, Seller shall discharge and remove (i) Mandatory Cure Liens and (ii) any and all Other Liens affecting the Property which secure an obligation to pay money (other than installments of real and personal property taxes and liens for special improvements not delinquent as of the Closing), and such Mandatory Cure Liens and Other Liens shall not be Permitted Exceptions (whether or not Buyer expressly objects thereto); provided, however, Seller shall not be obligated to expend more than $220,000.00 in connection with the discharge and removal of the Other Liens (unless such Other Liens were caused by a breach of a covenant or representation of Seller under this Agreement). In the event the cost to discharge and remove the Other Liens would exceed $220,000.00 (and Seller, prior to expiration of Closing, does not agree to pay the Review Period (said period commencing upon Buyer’s receipt of the Title Documents entire cost to so discharge and ending on expiration of the Review Period also being referred to herein as the “Title Review Period”remove such Other Liens), Buyer shall notify have the right either to (A) waive such Other Liens and proceed to Closing with a credit against the Purchase Price in the amount of $220,000.00, in which event such Other Liens shall constitute Permitted Exceptions and Seller shall provide Buyer with a credit against the Purchase Price in writing the amount of $220,000.00, or (the “Buyer Title Notice”B) of those exceptions indicated on the Title Report terminate this Agreement (in addition to exercising any other remedies that Buyer approves and those exceptions that Buyer disapproves. If Buyer fails may have under this Agreement if such Other Liens were caused by a breach of a covenant or representation of Seller under this Agreement), in which event, (a) Escrow Agent shall return the Deposit to deliver a Buyer Title Notice to Seller within the Title Review Period identifying any exceptions indicated on the Title Report approved by Buyer, then all such items (b) Seller shall be deemed approved by Buyer. The Declaration responsible for the charges of CovenantsEscrow Agent (except as otherwise set forth in the Escrow Agreement), Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, (c) Buyer shall be Permitted Exceptions, and Buyer will comply with responsible for the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance charges of the Title Policy. If Buyer disapproves any exceptions indicated on the Title Report Company, and (“Disapproved Exceptions”), then Seller d) this Agreement shall terminate automatically and be of no further force or effect and neither party shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer in writing of any such Disapproved Exceptions that Seller is unable further rights or unwilling to remove at the close of Escrow obligations hereunder (other than pursuant to any provision hereof which expressly survives the lien termination of deeds of trust this Agreement). At or other monetary obligationsprior to Closing, which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close fulfill requirements 6, 14, 15 and 16 set forth in Schedule B – Section I of Escrow) (“Seller’s Title Response”). If Seller fails to deliver a written Seller’s Title Response within said five (5) calendar days, then Seller shall be deemed to have provided Buyer with a Seller’s Title Response that notifies Buyer that Seller is unable or unwilling to remove at the close of Escrow the Disapproved Exceptions. If Seller’s Title Response indicates (or is deemed to indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to remove at the Closing, then, after receiving Seller’s Title Response up until the Outside Closing Date, Buyer shall either terminate this Agreement by written notice to Seller and the Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer fails to timely terminate this Agreement, then Buyer shall be deemed to have waived its objections to the Disapproved Exceptions. If Buyer does timely elect to terminate this Agreement, then the Deposit shall be returned to Buyer, and the parties shall thereafter have no obligations under this Agreement or additional liability to one another except as expressly set forth hereinCommitment.
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Samples: Purchase and Sale Agreement (Industrial Property Trust Inc.)
