Common use of Quality of Title Clause in Contracts

Quality of Title. It is a condition of Purchaser's obligation hereunder that title to the Lots be good and marketable, free of liens and encumbrances, and insurable by a title insurance company holding membership in the American Land Title Association at regular rates, subject to no conditions or encumbrances such as would inhibit or prevent or impose any material burden or expense upon the development of the Lots for residential purposes and the construction of residential dwelling units thereon as Purchaser reasonably desires (other than for expenses which Purchaser has agreed to pay). In the event title is unacceptable to Purchaser and Purchaser so notifies Seller, Seller shall, within five (5) days after receipt of such notice from Purchaser, notify Purchaser in writing either (i) that Seller is unwilling or unable to correct such unacceptable matters, or (ii) that Seller at its sole cost and expense shall undertake promptly to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Purchaser. In the latter event, Seller agrees to use its diligent efforts to promptly satisfy any such objections. In the event Seller elects not to cure such unacceptable matters or is unable with the exercise of due diligence to satisfy said objections within fifteen (15) days after said notice, Purchaser may, at its option, (i) accept title and proceed to closing without an adjustment of the Purchase Price, or (ii) rescind this Agreement with respect to the affected Lot(s), whereupon this Agreement shall be of no further force and effect with respect to the affected Lot(s) and the applicable pro-rata share of the Deposit shall be returned Purchaser. The applicable pro-rata share of the Deposit to be returned to Purchaser shall be equal to (a) the number of affected Lots, divided by (b) the total number of Lots that Purchaser is obligated to purchase under Section 2 above. Failure of Purchaser to notify Seller of title defects prior to the scheduled date of closing shall be deemed an acceptance by Purchaser of the then existing title of Seller. Upon request by Purchaser, Seller shall execute such reasonable affidavits and other similar type instruments as are required by Purchaser's title insurance company relating to the status of title and for the elimination of any standard or printed exceptions in Purchaser's final policy of title insurance, including, without limitation, the exception for unfulfilled mechanics' liens.

Quality of Title. It (a) Title to the Real Property (including without limitation Buyer’s rights to use any easements appurtenant to the Real Property) at the Closing shall be conveyed in fee simple and shall be (i) good and marketable and free and clear of all liens, encumbrances, restrictions, easements and other exceptions or objections to title, except for the Permitted Exceptions (as hereinafter defined), and (ii) insurable as aforesaid by Xxxxxxx Title Guaranty Company at regular standard rates pursuant to a 2006 ALTA Owner’s Policy Form (“Title Policy”) as provided by Pocono Area Abstract Company (“Title Company”). The term “insurable” as used in this Agreement is hereby defined to mean title which is insurable pursuant to the Title Policy at standard rates (without special premium) by the Title Company without exception other than the Permitted Exceptions. Seller will provide such customary title affidavits as the Title Company shall require in order to down-date the title insurance commitment to the date of Closing and to remove the printed exceptions for liens and encumbrances recorded prior to the recording of the Deed. The Deed shall contain a condition use restriction with respect to Future Parking Parcel One and Future Parking Parcel Two providing that Future Parking Parcel One and Future Parking Parcel Two may only be used for surface parking purposes in perpetuity (the “Deed Restrictions”). (b) Promptly after the execution hereof, Buyer shall, at its expense, obtain from the Title Company a commitment for title insurance in the amount of Purchaser's obligation hereunder that the Purchase Price (the “Commitment”) for the Property. Buyer has been provided with an updated survey (“Survey”) of the Property. The cost and expense of such Survey will be shared equally by Seller and Buyer. Promptly upon receipt, Buyer shall furnish to Seller a copy of the Commitment. No later than 5:00 p.m. Eastern Time on November 4, 2011, Buyer shall give written notice to Seller of any matters affecting title to the Lots be good Property and marketable, free of liens and encumbrances, and insurable by a title insurance company holding membership disclosed in the American Land Title Association at regular rates, subject Commitment or the Survey which are disapproved by Buyer and not otherwise expressly permitted as exceptions to no conditions or encumbrances such as would inhibit or prevent or impose any material burden or expense upon title under the development terms of the Lots for residential purposes and the construction of residential dwelling units thereon as Purchaser reasonably desires (other than for expenses which Purchaser has agreed to pay)this Agreement. In the event title is unacceptable to Purchaser and Purchaser so notifies Seller, Seller shall, within five (5) days after receipt of No such notice from Purchaserneed be given concerning unpaid real estate taxes or assessments or water and sewer rents, notify Purchaser all of which (excepting requirements specifically applicable to Buyer) Seller shall be responsible to remove at Closing in writing either (i) that Seller is unwilling or unable accordance with the allocations set forth herein. The failure of Buyer to correct such unacceptable matters, or (ii) that Seller at its sole cost and expense shall undertake promptly to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Purchaser. In the latter event, Seller agrees to use its diligent efforts to promptly satisfy deliver any such objections. In the event Seller elects not to cure such unacceptable matters or is unable with the exercise written notice of due diligence to satisfy said objections within fifteen (15) days after said notice, Purchaser may, at its option, (i) accept title and proceed to closing without an adjustment of the Purchase Price, or (ii) rescind this Agreement with respect to the affected Lot(s), whereupon this Agreement shall be of no further force and effect with respect to the affected Lot(s) and the applicable pro-rata share of the Deposit shall be returned Purchaser. The applicable pro-rata share of the Deposit to be returned to Purchaser shall be equal to (a) the number of affected Lots, divided by (b) the total number of Lots that Purchaser is obligated to purchase under Section 2 above. Failure of Purchaser to notify Seller of title defects disapproval prior to the scheduled date of closing 5:00 p.m. Eastern Time on November 4, 2011 shall be deemed an acceptance by Purchaser to constitute Buyer’s approval of the then existing condition of title of Seller. Upon request by Purchaserthe Property as shown in the Commitment and the Survey, excepting Liquidated Liens (as hereinafter defined), which Liquidated Liens Seller shall execute such reasonable affidavits be responsible to pay and other similar type instruments as are required by Purchaser's title insurance company relating satisfy (or otherwise obtain the discharge and release of the Property therefrom) at Closing (subject to the status of title and for the elimination any adjustments of any standard or printed exceptions in Purchaser's final policy of title insurancesuch items, includingsuch as real estate taxes and water and sewer rents, without limitation, the exception expressly provided for unfulfilled mechanics' lienshereunder).

Quality of Title. It (a) Title to the Real Property (including without limitation Buyer’s rights to use any easements appurtenant to the Real Property) at the Closing shall be conveyed in fee simple and shall be (i) good and marketable and free and clear of all liens, encumbrances, restrictions, easements and other exceptions or objections to title, except for the Permitted Exceptions (as hereinafter defined), and (ii) insurable as aforesaid by Xxxxxxx Title Guaranty Insurance Company at regular standard rates pursuant to a 2006 ALTA Owner’s Policy Form (“Title Policy”) as provided by Pocono Area Abstract company (“Title Company”). The term “insurable” as used in this Agreement is hereby defined to mean title which is insurable pursuant to the Title Policy at standard rates (without special premium) by the Title Company without exception other than the Permitted Exceptions Seller will provide such customary title affidavits as the Title Company shall require in order to down-date the title insurance commitment to the date of Closing and to remove the printed exceptions for liens and encumbrances recorded prior to the recording of the Deed. (b) Promptly after the execution hereof, Buyer shall, at its expense, obtain from the Title Company a condition commitment for title insurance in the amount of Purchaser's obligation hereunder that the Purchase Price (the “Commitment”) for the Property. Buyer has been provided with an updated survey (“Survey”) of the Property. The cost and expense of such Survey will be shared equally by Seller and Buyer. Promptly upon receipt, Buyer shall furnish to Seller a copy of the Commitment. No later than 5:00 p.m. Eastern Time on November 4, 2011, Buyer shall give written notice to Seller of any matters affecting title to the Lots be good Property and marketable, free of liens and encumbrances, and insurable by a title insurance company holding membership disclosed in the American Land Title Association at regular rates, subject Commitment or the Survey which are disapproved by Buyer and not otherwise expressly permitted as exceptions to no conditions or encumbrances such as would inhibit or prevent or impose any material burden or expense upon title under the development terms of the Lots for residential purposes and the construction of residential dwelling units thereon as Purchaser reasonably desires (other than for expenses which Purchaser has agreed to pay)this Agreement. In the event title is unacceptable to Purchaser and Purchaser so notifies Seller, Seller shall, within five (5) days after receipt of No such notice from Purchaserneed be given concerning unpaid real estate taxes or assessments or water and sewer rents, notify Purchaser all of which (excepting requirements specifically applicable to Buyer) Seller shall be responsible to remove at Closing in writing either (i) that Seller is unwilling or unable accordance with the allocations set forth herein. The failure of Buyer to correct such unacceptable matters, or (ii) that Seller at its sole cost and expense shall undertake promptly to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Purchaser. In the latter event, Seller agrees to use its diligent efforts to promptly satisfy deliver any such objections. In the event Seller elects not to cure such unacceptable matters or is unable with the exercise written notice of due diligence to satisfy said objections within fifteen (15) days after said notice, Purchaser may, at its option, (i) accept title and proceed to closing without an adjustment of the Purchase Price, or (ii) rescind this Agreement with respect to the affected Lot(s), whereupon this Agreement shall be of no further force and effect with respect to the affected Lot(s) and the applicable pro-rata share of the Deposit shall be returned Purchaser. The applicable pro-rata share of the Deposit to be returned to Purchaser shall be equal to (a) the number of affected Lots, divided by (b) the total number of Lots that Purchaser is obligated to purchase under Section 2 above. Failure of Purchaser to notify Seller of title defects disapproval prior to the scheduled date of closing 5:00 p.m. Eastern Time on November 4, 2011 shall be deemed an acceptance by Purchaser to constitute Buyer’s approval of the then existing condition of title of the Property as shown in the Commitment and the Survey, excepting Liquidated Liens (as hereinafter defined), which Liquidated Liens Seller shall be responsible to pay and satisfy (or otherwise obtain the discharge and release of the Property therefrom) at Closing (subject to any adjustments of any such items, such as real estate taxes and water and sewer rents, expressly provided for hereunder). “Liquidated Liens” means all unpaid mortgages, judgments, mechanic’s liens and claims (filed or unfiled), whether or not any of the same shall be contested, and comparable liens, claims, encumbrances and other defects of title of a nature susceptible of satisfaction, discharge, release or removal at or prior to Closing by the payment of an ascertainable and liquidated sum of money or by the posting of a judicial bond for an ascertainable and liquidated sum of money, and otherwise without any judicial or quasi-judicial proceedings on the part of Seller. Upon request by Purchaser, and all of Seller’s share of real estate taxes, assessments and utility charges as otherwise allocated to, and to be borne by, Seller shall execute such reasonable affidavits and other similar type instruments as are required by Purchaser's title insurance company relating pursuant to the status of title and for the elimination of any standard or printed exceptions express terms set forth elsewhere in Purchaser's final policy of title insurance, including, without limitation, the exception for unfulfilled mechanics' liensthis Agreement.

Quality of Title. It (a) Title to the Real Property (including without limitation Buyer’s rights to use any easements appurtenant to the Real Property) at the Closing shall be conveyed in fee simple and shall be (i) good and marketable and free and clear of all liens, encumbrances, restrictions, easements and other exceptions or objections to title, except for the Permitted Exceptions (as hereinafter defined), and (ii) insurable as aforesaid by Xxxxxxx Title Guaranty Insurance Company at regular standard rates pursuant to a 2006 ALTA Owner’s Policy Form (“Title Policy”) as provided by Pocono Area Abstract company (“Title Company”). The term “insurable” as used in this Agreement is hereby defined to mean title which is insurable pursuant to the Title Policy at standard rates (without special premium) by the Title Company without exception other than the Permitted Exceptions. Seller will provide such customary title affidavits as the Title Company shall require in order to down-date the title insurance commitment to the date of Closing and to remove the printed exceptions for liens and encumbrances recorded prior to the recording of the Deed. (b) Promptly after the execution hereof, Buyer shall, at its expense, obtain from the Title Company a condition commitment for title insurance in the amount of Purchaser's obligation hereunder that the Purchase Price (the “Commitment”) for the Property. Buyer has been provided with an updated survey (“Survey”) of the Property. The cost and expense of such Survey will be shared equally by Seller and Buyer. Promptly upon receipt, Buyer shall furnish to Seller a copy of the Commitment. No later than 5:00 p.m. Eastern Time on November 4, 2011, Buyer shall give written notice to Seller of any matters affecting title to the Lots be good Property and marketable, free of liens and encumbrances, and insurable by a title insurance company holding membership disclosed in the American Land Title Association at regular rates, subject Commitment or the Survey which are disapproved by Buyer and not otherwise expressly permitted as exceptions to no conditions or encumbrances such as would inhibit or prevent or impose any material burden or expense upon title under the development terms of the Lots for residential purposes and the construction of residential dwelling units thereon as Purchaser reasonably desires (other than for expenses which Purchaser has agreed to pay)this Agreement. In the event title is unacceptable to Purchaser and Purchaser so notifies Seller, Seller shall, within five (5) days after receipt of No such notice from Purchaserneed be given concerning unpaid real estate taxes or assessments or water and sewer rents, notify Purchaser all of which (excepting requirements specifically applicable to Buyer) Seller shall be responsible to remove at Closing in writing either (i) that Seller is unwilling or unable accordance with the allocations set forth herein. The failure of Buyer to correct such unacceptable matters, or (ii) that Seller at its sole cost and expense shall undertake promptly to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Purchaser. In the latter event, Seller agrees to use its diligent efforts to promptly satisfy deliver any such objections. In the event Seller elects not to cure such unacceptable matters or is unable with the exercise written notice of due diligence to satisfy said objections within fifteen (15) days after said notice, Purchaser may, at its option, (i) accept title and proceed to closing without an adjustment of the Purchase Price, or (ii) rescind this Agreement with respect to the affected Lot(s), whereupon this Agreement shall be of no further force and effect with respect to the affected Lot(s) and the applicable pro-rata share of the Deposit shall be returned Purchaser. The applicable pro-rata share of the Deposit to be returned to Purchaser shall be equal to (a) the number of affected Lots, divided by (b) the total number of Lots that Purchaser is obligated to purchase under Section 2 above. Failure of Purchaser to notify Seller of title defects disapproval prior to the scheduled date of closing 5:00 p.m. Eastern Time on November 4, 2011 shall be deemed an acceptance by Purchaser to constitute Buyer’s approval of the then existing condition of title of Seller. Upon request by Purchaserthe Property as shown in the Commitment and the Survey, excepting Liquidated Liens (as hereinafter defined), which Liquidated Liens Seller shall execute such reasonable affidavits be responsible to pay and other similar type instruments as are required by Purchaser's title insurance company relating satisfy (or otherwise obtain the discharge and release of the Property therefrom) at Closing (subject to the status of title and for the elimination any adjustments of any standard or printed exceptions in Purchaser's final policy of title insurancesuch items, includingsuch as real estate taxes and water and sewer rents, without limitation, the exception expressly provided for unfulfilled mechanics' liens.hereunder). “