Common use of Review of Title Clause in Contracts

Review of Title. If any exceptions appear in a Commitment that are unacceptable to the Purchaser, the Purchaser shall notify the Seller in writing of such objections (the “Purchaser’s Title Objections”) on or before November 4, 2019 (the “Title Objection Deadline”). The Seller shall have no obligation to cure any of Purchaser’s Title Objections, to bring any action or proceeding, or otherwise to incur any expense whatsoever to eliminate, cure, or modify any of Purchaser’s Title Objections, except for Monetary Liens (as hereinafter defined), which liens Seller shall cause to be released at or prior to Closing and which may be satisfied from the proceeds of the sale contemplated by this Agreement. Within three (3) days after the Seller’s receipt of Purchaser’s Title Objections, the Seller shall deliver written notice to the Purchaser advising the Purchaser whether the Seller intends to cure any of Purchaser’s Title Objections (the “Response Notice”). If Seller elects to cure any of Purchaser’s Title Objections, Seller shall use commercially reasonable efforts to cure or remove the same prior to Closing (provided that if Seller fails to cure or remove the same prior to Closing, then such Purchaser’s Title Objection shall not be a Permitted Exception). The Seller’s Page 4 failure to timely deliver the Response Notice to the Purchaser within such three (3) day period shall be deemed to constitute an election by the Seller not to cure any of Purchaser’s Title Objections. If the Seller elects (or is deemed to have elected) not to cure any of Purchaser’s Title Objections with respect to a specific Unit or Units, then the Purchaser may elect by written notice received by Seller on or before the expiration of the Due Diligence Period to (i) terminate this Agreement, or (ii) waive Purchaser’s Title Objections, consummate the transaction contemplated herein, and accept such title as the Seller has elected to deliver without any reduction in Purchase Price, in which case the parties shall, subject to the terms and conditions set forth in this Agreement, proceed to Closing and the Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4(B). The failure of the Purchaser to timely send notice to the Seller of the Purchaser’s election in the preceding sentence shall be deemed to mean that the Purchaser has elected to terminate this Agreement pursuant to clause (i) of the preceding sentence. In the event of a termination of this Agreement as described in this Section 4(B), neither party shall have any further rights or obligations hereunder except for those which are expressly stated to survive the termination of this Agreement. As used herein, “Monetary Liens” shall mean (a) mortgages or deeds of trust encumbering Seller’s interest in the Property or any portion thereof, (b) mechanics’ liens or notices thereof encumbering Seller’s interest in any portion of the Property, (c) liens for delinquent real estate taxes, governmental assessments, or homeowners’ association dues assessed against any portion of the Property owned by Seller, (d) judgment liens that can be removed by the payment of an ascertainable sum of money and that encumber one or more Units, and (e) code enforcement liens and municipal liens. Monetary Liens shall include, without limitation, those monetary issues set forth in Schedule 4(B) attached hereto. “Permitted Exceptions” shall refer to all of the following: (a) applicable zoning, building and land use laws, ordinances, rules and regulations provided that the same do not prohibit the use of any Unit as a single family residence, (b) the lien of taxes and assessments not yet due and payable, (c) the rights of the tenants, as tenants only, under the Leases, with no options to purchase or rights of first refusal to purchase, (d) those matters enumerated in “Schedule B-II” of the Title Commitments (other than Monetary Liens and those Purchaser’s Title Objections which Seller has elected in writing to cure or remove as provided in this Section 4(B)).

Review of Title. If any exceptions appear Within fifteen (15) days of the execution hereof, Purchaser shall secure a commitment for an owner’s policy of title insurance, or in a Commitment such other manner as Purchaser deems appropriate in order that are unacceptable Purchaser may examine the state of title to the PurchaserSubject Property. The Subject Property is to be conveyed free and clear of the mortgage liens and all other liens except for the permitted encumbrances listed on Exhibit “B”, the Purchaser which shall notify be satisfied by the Seller in writing of such objections (the “Purchaser’s Title Objections”) on or before November 4, 2019 (the “Title Objection Deadline”). The Seller shall have no obligation to cure any of Purchaser’s Title Objections, to bring any action or proceeding, or otherwise to incur any expense whatsoever to eliminate, cure, or modify any of Purchaser’s Title Objections, except for Monetary Liens (as hereinafter defined), which liens Seller shall cause to be released at or prior to Closing closing. In the event that Purchaser shall determine that the Subject Property is subject to encumbrances or exceptions in addition to the Permitted Encumbrances, Purchaser may elect to (i) waive any such objection to such encumbrances or exceptions and proceed to Closing; (ii) within thirty (30) days of obtaining the title commitment, terminate this Agreement in which may event the Xxxxxxx Money shall be satisfied from returned to Purchaser, and, upon the proceeds receipt thereof by Purchaser, all obligations hereunder shall be null and void and of no further force or effect; or (iii) within thirty (30) days of the sale contemplated by this Agreementdate hereof, deliver notice in writing to Seller specifying the encumbrances or exceptions that Purchaser objects to. Within three In the event Purchaser so objects to the state of title, Seller at its option and without any obligation to do so, may within thirty (330) days after the Seller’s receipt of Purchaser’s Title Objectionsnotice of its objections, notify Purchaser in writing of Seller’s intent to take such action as shall be necessary to remove the Seller shall deliver written notice to the Purchaser advising the Purchaser whether the Seller intends to cure any of basis for Purchaser’s Title Objections (the “Response Notice”)objections. If Seller elects is unable to cure any of Purchaser’s Title Objections, Seller shall use commercially reasonable efforts to cure or remove the same prior to Closing (provided that if Seller fails to cure or remove the same prior to Closing, then such Purchaser’s Title Objection shall not be a Permitted Exception). The Seller’s Page 4 failure to timely deliver the Response Notice to the Purchaser within such three (3) day period shall be deemed to constitute an election by the Seller not to cure any of Purchaser’s Title Objections. If the Seller elects (or is deemed to have elected) not to cure any of Purchaser’s Title Objections with respect to a specific Unit or Units, then the Purchaser may elect by written notice received by Seller objections on or before the expiration date of Closing, it shall so notify Purchaser in writing, and Purchaser may extend the Due Diligence Period date of Closing for such time period as it may select (not to exceed thirty (30) business days) by written notice to Seller. If no cure is effected within such additional time, Purchaser may elect to (i) waiver such objections and proceed to Closing, or (ii) terminate this Agreement, or (ii) waive in which event the Xxxxxxx Money shall be returned to Purchaser’s Title Objections, consummate the transaction contemplated herein, and accept such title as upon the Seller has elected to deliver without any reduction in Purchase Pricereceipt thereof by Purchaser, in which case the parties shall, subject to the terms all obligations hereunder shall be null and conditions set forth in this Agreement, proceed to Closing void and the Purchaser shall have of no further right to terminate this Agreement pursuant to this Section 4(B). The failure of the Purchaser to timely send notice to the Seller of the Purchaser’s election in the preceding sentence shall be deemed to mean that the Purchaser has elected to terminate this Agreement pursuant to clause (i) of the preceding sentence. In the event of a termination of this Agreement as described in this Section 4(B), neither party shall have any further rights force or obligations hereunder except for those which are expressly stated to survive the termination of this Agreement. As used herein, “Monetary Liens” shall mean (a) mortgages or deeds of trust encumbering Seller’s interest in the Property or any portion thereof, (b) mechanics’ liens or notices thereof encumbering Seller’s interest in any portion of the Property, (c) liens for delinquent real estate taxes, governmental assessments, or homeowners’ association dues assessed against any portion of the Property owned by Seller, (d) judgment liens that can be removed by the payment of an ascertainable sum of money and that encumber one or more Units, and (e) code enforcement liens and municipal liens. Monetary Liens shall include, without limitation, those monetary issues set forth in Schedule 4(B) attached hereto. “Permitted Exceptions” shall refer to all of the following: (a) applicable zoning, building and land use laws, ordinances, rules and regulations provided that the same do not prohibit the use of any Unit as a single family residence, (b) the lien of taxes and assessments not yet due and payable, (c) the rights of the tenants, as tenants only, under the Leases, with no options to purchase or rights of first refusal to purchase, (d) those matters enumerated in “Schedule B-II” of the Title Commitments (other than Monetary Liens and those Purchaser’s Title Objections which Seller has elected in writing to cure or remove as provided in this Section 4(B))effect.

Review of Title. a. Buyer has conducted a review of the Owned Real Estate, Real Property Leases and Easements, including permits and licenses, to determine whether Seller has good title thereunder and whether any consents or approvals are required for their assignment. At Buyer's request, Seller will provide Buyer with continuing access to Seller's right-of-way files covering the Owned Real Estate, Real Property Leases and Easements. If consents or approvals are required for assignment of any exceptions appear in a Commitment that are unacceptable to part of the PurchaserOwned Real Estate, the Purchaser shall notify the Seller in writing of such objections (the “Purchaser’s Title Objections”) on Real Property Leases, or before November 4Easements, 2019 (the “Title Objection Deadline”). The Seller shall have no obligation endeavor to cure any of Purchaser’s Title Objectionsobtain such consents and/or approvals, to bring any action or proceeding, or otherwise provided that (i) Seller shall not be required to incur any expense whatsoever to eliminatebeyond Seller's usual overhead expense, cure(ii) Buyer shall cooperate in obtaining any such consents and or approvals and (iii) Buyer shall execute any reasonable documentation requested by the parties whose consent or approval may be required. b. Seller has disclosed the defects, deficiencies or modify any exceptions in the Easements of Purchaser’s Title Objections, except for Monetary Liens (as hereinafter defined), which liens it is aware. Seller shall cause not be obligated to be released at cure any defects, deficiencies or prior exceptions with respect to Closing the items identified in Exhibit M-1. With respect to the items described on Exhibit M-2 and other defects or deficiencies in the Easements of which may be satisfied from the proceeds of the sale contemplated by this Agreement. Within three (3) Buyer becomes aware and notifies Seller in writing within 120 days after the Seller’s receipt of Purchaser’s Title ObjectionsClosing, the Seller shall deliver cure and eliminate such defects or deficiencies within the later of one (1) year after Closing or one (1) year after Buyer's written notice to the Purchaser advising the Purchaser whether the Seller intends to cure any of Purchaser’s Title Objections describing such defect or deficiency (the “Response Notice”"Cure Period"). If Seller elects to cure any of Purchaser’s Title Objections, Seller shall use commercially reasonable efforts to cure or remove the same prior to Closing (provided that if Seller fails to cure or remove the same prior to Closing, then such Purchaser’s Title Objection shall not be a Permitted Exception). The Seller’s Page 4 failure to timely deliver the Response Notice to the Purchaser within such three (3) day period shall be deemed to constitute an election by the Seller not to cure any of Purchaser’s Title Objections. If the Seller elects (or is deemed to have elected) not to cure any of Purchaser’s Title Objections with respect to a specific Unit or Units, then the Purchaser may elect by written notice received by Seller on or before the expiration of the Due Diligence Period to (i) terminate this Agreement, or (ii) waive Purchaser’s Title Objections, consummate the transaction contemplated herein, and accept such title as the Seller has elected to deliver without any reduction in Purchase Price, in which case the parties shall, subject to the terms and conditions set forth in this Agreement, proceed to Closing and the Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4(B). The failure of the Purchaser to timely send notice to the Seller of the Purchaser’s election in the preceding sentence shall be deemed to mean that the Purchaser has elected to terminate this Agreement pursuant to clause (i) of the preceding sentence. In the event Seller is unable to cure and eliminate any such defects or deficiencies described on Exhibit M-2 or of a termination of this Agreement which Buyer has given Seller timely notice, Seller shall, as described in this Section 4(B), neither party shall have any further rights or obligations hereunder except for those which are expressly stated to survive the termination of this Agreement. As used herein, “Monetary Liens” shall mean (a) mortgages or deeds of trust encumbering Seller’s interest in the Property or any portion thereofBuyer's sole remedy, (bi) mechanics’ liens or notices thereof encumbering Seller’s interest in any portion of the Property, (c) liens for delinquent real estate taxes, governmental assessments, or homeowners’ association dues assessed indemnify Buyer against any portion of the Property owned by Seller, (d) judgment liens that can be removed by the payment of an ascertainable sum of money and that encumber one or more Units, and (e) code enforcement liens and municipal liens. Monetary Liens shall include, without limitation, those monetary issues set forth in Schedule 4(B) attached hereto. “Permitted Exceptions” shall refer to all of the following: (a) applicable zoning, building and land use laws, ordinances, rules and regulations provided that the same do not prohibit the use of any Unit Liabilities arising as a single family residence, (b) the lien result of taxes and assessments not yet due and payable, (c) the rights such defects or deficiencies of the tenants, as tenants only, under the Leases, with no options to purchase or rights of first refusal to purchase, (d) those matters enumerated in “Schedule B-II” of the Title Commitments (other than Monetary Liens and those Purchaser’s Title Objections which Buyer has given Seller has elected in writing to cure or remove timely notice as provided in this Section 4(B6.5(b), and (ii) pay Buyer its reasonable cost of re-routing the System around the deficient or defective right(s)-of-way, including, without limitation, all costs incurred for rights-of-way and easements. Further, during the Cure Period, Seller shall indemnify Buyer against any Liabilities arising as a result of such defects or deficiencies described on Exhibit M-2 or of which Buyer has given Seller timely notice as provided in this Section 6.5(b).