Common use of Remedies for Uncured Title Defects Clause in Contracts

Remedies for Uncured Title Defects. If Buyer notifies Sellers of any Title Defect as provided in Section 5.1.3, and Sellers refuse or are unable to cure the Title Defect before Closing, then Buyer and Sellers will have the following rights and remedies with respect to the uncured Title Defects, unless the Parties otherwise agree in writing. (i) Buyer may waive the uncured Title Defect and proceed with Closing. (ii) If the aggregate of all Title Defect Amounts is less than the Title Deductible, then the Parties shall be obligated to proceed with Closing as to all Interests without curative action by Sellers with respect to such Title Defects and without an adjustment of the Purchase Price. (iii) If the aggregate of the Defect Amounts equals or exceeds the Title Deductible, and the Parties agree with respect to the existence of such Title Defects and the Title Defect Amounts related thereto, the Purchase Price will be reduced by the positive difference, if any, between the aggregate of the Title Defect Amounts and the Title Deductible, and the Parties will be obligated to proceed with Closing, subject to the termination rights of the Parties under Section 5.4 hereof. (iv) If the aggregate of the Title Defect Amounts exceeds the Title Deductible and the Parties are unable to agree as to the existence of some or all of the Title Defects and/or the Title Defect Amounts related thereto (the “Disputed Matters”), the Sellers shall have the right to exclude the affected Interests from the transaction contemplated hereby. If Sellers elect to so exclude the affected Interests, the Purchase Price shall be reduced by the Allocated Values for the affected Interests. In the event the Sellers do not elect to exclude the affected Interests from the transaction contemplated hereby, the Parties shall refer the disputed Title Defects to a mutually agreed upon third party (or, if the Parties are unable to agree upon a third party, to an arbitrator to be selected by the American Arbitration Association) for resolution. The resolution of the third party (or arbitrator) of the Disputed Matters shall be binding on the Parties. In the event all of the Disputed Matters are not resolved prior to Closing, the Parties shall nevertheless proceed with Closing. At such a Closing, the Purchase Price shall be reduced by an amount equal to the aggregate of the Allocated Values for affected Interests and such Interests shall be removed from the transaction. Upon the resolution of the Disputed Matters, (i) Buyer shall pay to Sellers an amount equal to the aggregate of the Allocated Values of the affected Interests, adjusted as agreed upon by the Parties, and (ii) Sellers shall convey to Buyer the affected Interests.

Remedies for Uncured Title Defects. If Buyer notifies Sellers Seller of any Title Defect as provided in Section 5.1.35.5.2, and Sellers refuse Seller refuses or are is unable to cure the Title Defect before Closing, then Buyer and Sellers Seller will have the following rights and remedies with respect to the uncured Title Defects, unless the Parties otherwise agree in writing. (i) Buyer may waive the uncured Title Defect and proceed with Closing. (ii) If the aggregate of all Title Defect Amounts is less than the Title Deductible, then the Parties shall be obligated to proceed with Closing as to all Interests without curative action by Sellers with respect to such Title Defects and without an adjustment of the Purchase Price. (iii) If the aggregate of the Defect Amounts equals or exceeds the Title Deductible, and the Parties agree with respect to the existence of such Title Defects and the Title Defect Amounts related thereto, the Purchase Price will be reduced by the positive difference, if any, between the aggregate of the Title Defect Amounts and the Title Deductible, and the The Parties will be obligated attempt to proceed with Closingagree on the value of each uncured, subject to the termination rights of the Parties under Section 5.4 hereof. (iv) unwaived Title Defect. If the aggregate of the Title Defect Amounts exceeds the Title Deductible and the Parties are unable to agree as to the existence of some or all of the Title Defects and/or the whether a Title Defect Amounts related thereto (exists or the “Disputed Matters”)value thereof, the Sellers shall have the right to exclude the affected Interests from the transaction contemplated hereby. If Sellers elect to so exclude the affected Interests, the Purchase Price shall be reduced by the Allocated Values for the affected Interests. In the event the Sellers do not elect to exclude the affected Interests from the transaction contemplated hereby, the Parties shall Seller and Buyer may refer the disputed Title Defects matter to a mutually agreed upon agreeable third party (or, if the Parties are unable to agree upon a third party, to an arbitrator to be selected by the American Arbitration Association) expert for resolutiondetermination. The resolution determination of the third party (or arbitrator) of the Disputed Matters such expert shall be binding on the Parties. In Seller and Buyer shall reduce the event all of Sale Price by the Disputed Matters are not resolved prior to Closing, value agreed upon by the Parties shall nevertheless or determined by the expert (as applicable) of each uncured, unwaived Title Defect and proceed with Closing. At such a Closing. (iii) If any uncured, unwaived Title Defect reduces the Purchase Price shall be reduced value of the affected Interest by an amount equal to the aggregate or more than fifty percent (50%) of the Allocated Values for Value of that Interest, either Seller or Buyer may exclude the affected Interests and such Interests shall be removed Interest from the transaction. Upon transaction under this Agreement, in which case Seller and Buyer will adjust the resolution Sale Price by the Allocated Value of the Disputed Mattersexcluded Interest, (i) Buyer shall pay to Sellers an amount equal and proceed with Closing as to the aggregate balance of the Allocated Values of the affected Interests, adjusted as agreed upon by the Parties, and (ii) Sellers shall convey to Buyer the affected Interests.

Remedies for Uncured Title Defects. If Buyer ASSIGNEE notifies Sellers ASSIGNOR of any Title Defect as provided in Section 5.1.35.6.2, and Sellers refuse ASSIGNOR refuses or are is unable to cure the Title Defect before Closing, then Buyer ASSIGNEE and Sellers ASSIGNOR will have the following rights and remedies with respect to the uncured Title DefectsDefect(s) in the Property, unless the Parties parties otherwise agree in writing. (ia) Buyer ASSIGNEE may waive the uncured Title Defect and proceed with ClosingClosing without adjustment to the Purchase Price. (iib) If the aggregate of all collective Title Defect Amounts is Values and Environmental Defect Values of uncured, unwaived Title Defects and uncured Adverse Environmental Conditions are less than or equal to the Title DeductibleDeductible Amount, then the Parties shall ASSIGNOR and ASSIGNEE will be obligated to proceed with Closing as to all Interests of the Property without curative action by Sellers ASSIGNOR with respect to such Title Defects and Adverse Environmental Conditions and without an adjustment of to the Purchase Price. (iiic) If the aggregate collective Title Defect Values and Environmental Defect Values of the Defect Amounts equals or exceeds the Title Deductibleuncured, and the Parties agree with respect to the existence of such unwaived Title Defects and uncured Adverse Environmental Conditions exceeds the Deductible Amount, ASSIGNOR, at its option, may (1) exclude all or any portion of the affected Lease(s) or Unit(s) until the collective Title Defect Amounts related theretoValues and Environmental Defect Values affecting the remaining unexcluded Property are less than or equal to the Deductible Amount, in which case the Purchase Price will be reduced by the positive difference, if any, between the aggregate Allocated Value of the Title Defect Amounts excluded Lease(s) or Unit(s) and the Title Deductible, and the Parties parties will be obligated to proceed with ClosingClosing as to the remainder of the Property without curative action by ASSIGNOR, subject or (2) reduce the Purchase Price by the amount of the collective Title Defect Values and Environmental Defect Values in excess of the Deductible Amount, in which case the parties will be obligated to proceed with Closing as to all of the Property without curative action by ASSIGNOR. (d) In addition to the rights and remedies set forth in subparts (a) through (c) of this Section 5.6.4, ASSIGNOR and ASSIGNEE will have the termination rights of the Parties under set forth in Section 5.4 hereof5.8. (iv) If the aggregate of the Title Defect Amounts exceeds the Title Deductible and the Parties are unable to agree as to the existence of some or all of the Title Defects and/or the Title Defect Amounts related thereto (the “Disputed Matters”), the Sellers shall have the right to exclude the affected Interests from the transaction contemplated hereby. If Sellers elect to so exclude the affected Interests, the Purchase Price shall be reduced by the Allocated Values for the affected Interests. In the event the Sellers do not elect to exclude the affected Interests from the transaction contemplated hereby, the Parties shall refer the disputed Title Defects to a mutually agreed upon third party (or, if the Parties are unable to agree upon a third party, to an arbitrator to be selected by the American Arbitration Association) for resolution. The resolution of the third party (or arbitrator) of the Disputed Matters shall be binding on the Parties. In the event all of the Disputed Matters are not resolved prior to Closing, the Parties shall nevertheless proceed with Closing. At such a Closing, the Purchase Price shall be reduced by an amount equal to the aggregate of the Allocated Values for affected Interests and such Interests shall be removed from the transaction. Upon the resolution of the Disputed Matters, (i) Buyer shall pay to Sellers an amount equal to the aggregate of the Allocated Values of the affected Interests, adjusted as agreed upon by the Parties, and (ii) Sellers shall convey to Buyer the affected Interests.

Remedies for Uncured Title Defects. (i) If Buyer notifies Sellers of any Title Defect as provided in Section 5.1.35.6.2, and Sellers refuse refuses or are is unable to cure the Title Defect before Closing, then Buyer and Sellers will have the following rights and remedies with respect to the uncured Title Defects, unless the Parties otherwise agree in writing. (ia) Buyer may waive the uncured Title Defect and proceed with Closing. (iib) If the aggregate of all the Title Defect Amounts Values is less than Five Hundred Thousand Dollars ($500,000.00) (the “Title Deductible, ”) then the Parties shall be obligated to proceed with Closing as to all Interests without curative action by Sellers Seller with respect to such Title Defects and without an adjustment of the Purchase Sale Price. (iiic) If the aggregate of the Title Defect Amounts Values equals or exceeds the Title Deductible, and the Parties agree with respect to the existence of such Title Defects and the Title Defect Amounts related theretovalue thereof, the Purchase Sale Price will be reduced by the positive difference, if any, between the agreed upon aggregate of the Title Defect Amounts Values and Title Deductible, and the Parties will be obligated to proceed with Closing, subject to the termination rights of the Parties under Article 6 and subpart (e) of this Section 5.6.4. (d) If the aggregate of the Title Defect Values equals or exceeds the Title Deductible, and the Parties are unable to agree as to the existence of such Title Defects and/or the value thereof, either Buyer or Sellers may elect to eliminate the Interests affected by Title Defects from the transfer of the Interests under this Agreement and reduce the Sale Price by the Allocated Values of such Interests until the aggregate of the Title Defect Values equals the Title Deductible, and if neither Party elects to remove sufficient Interests from this transaction, then the Sale Price will be reduced by the amount that the aggregate of the Title Defect Values exceeds the Title Deductible, and the Parties will be obligated to proceed with Closing, subject to the termination rights of the Parties under Article 6 and subpart (e) of this Section 5.4 hereof5.6.4. (ive) If the aggregate of the Title Defect Amounts Values equals or exceeds the Title Deductible and the Parties are unable to agree as to the existence of some or all of the Title Defects and/or the Title Defect Amounts related thereto ten percent (the “Disputed Matters”), the Sellers shall have the right to exclude the affected Interests from the transaction contemplated hereby. If Sellers elect to so exclude the affected Interests, the Purchase Price shall be reduced by the Allocated Values for the affected Interests. In the event the Sellers do not elect to exclude the affected Interests from the transaction contemplated hereby, the Parties shall refer the disputed Title Defects to a mutually agreed upon third party (or, if the Parties are unable to agree upon a third party, to an arbitrator to be selected by the American Arbitration Association) for resolution. The resolution of the third party (or arbitrator10%) of the Disputed Matters shall be binding on Sale Price, either Party may terminate this Agreement, and neither Party will have any further obligation to conclude the Parties. In the event all transfer of the Disputed Matters are not resolved prior to Interests under this Agreement. However, the right of termination under this subpart (e) must be exercised no later than 3 business days before Closing, the after which both Parties shall nevertheless proceed will be deemed to have waived their termination rights under this subpart (e) in connection with Closing. At such a Closing, the Purchase Price shall be reduced by an amount equal to the aggregate of the Allocated Values for affected Interests and such Interests shall be removed from the transaction. Upon the resolution of the Disputed Matters, (i) Buyer shall pay to Sellers an amount equal to the aggregate of the Allocated Values of the affected Interests, adjusted as agreed upon by the Parties, and (ii) Sellers shall convey to Buyer the affected InterestsTitle Defects.