Common use of Sellers Title Clause in Contracts

Sellers Title. Not more than thirty (30) days after receipt by the attorney for Buyer of the Search and the existing survey or the Updated Survey, if obtained by ▇▇▇▇▇, Buyer shall order to be prepared and delivered to Buyer and Seller a current preliminary title report (the “Title Commitment”) with respect to the Property prepared by ▇▇▇▇▇’s title insurance company and within ten (10) days following ▇▇▇▇▇’s receipt of the Title Commitment, Buyer’s attorney shall deliver to Seller’s attorney a written notice of any defects, encumbrances or other objections to title of the Property other than those matters to which this sale is subject (the “Title Objections”). Seller may, but shall not be obligated to, attempt to cure any Title Objections, provided, however, that Seller shall notify Buyer in writing within seven (7) business days following Seller’s receipt of the Title Objections as to which of Buyer’s Title Objections Seller has elected to cure (“Seller’s Notice”). If Seller fails to notify Buyer within such seven (7) business day period, Seller shall be deemed to have elected not to cure or attempt to cure any of Buyer’s Title Objections. If Seller notifies Buyer that Seller is unable or unwilling to cure any such objections, Buyer shall within seven (7) business days following Seller’s notice (or the fourteen (14th) business day following delivery of the Title Objections to Seller if Seller has not responded) either: (i) terminate this Agreement by written notice to Seller, whereupon the Deposit shall be returned to Buyer and neither party shall have any further obligations hereunder (other than rights and obligations arising under this Agreement which by their terms are to survive such termination), or (ii) waive any such objections and the transaction contemplated hereby shall be consummated as provided herein, without any reduction in the Purchase Price. If Buyer fails to elect either clause (i) or (ii) within such time period, Buyer shall be deemed to have elected clause (ii). If Seller notifies Buyer that it will cure any of ▇▇▇▇▇’s Title Objections, Seller shall be entitled to reasonable adjournments of the Closing during which Seller may attempt to cure such objections, subject to Buyer’s reasonable approval of the same. Notwithstanding anything to the contrary contained herein, ▇▇▇▇▇’s right to terminate this Agreement pursuant to this Section 11 shall expressly terminate seven (7) days following receipt of Seller’s Notice, whereupon Buyer’s approval of the Title Commitment shall become absolute and the Deposit shall become non-refundable, except as otherwise expressly set forth in this Agreement. Notwithstanding the foregoing, if the Property shall be affected by any mortgage which secures an obligation of Seller, and which may be discharged by the payment of an ascertainable amount less than the Purchase Price, then it shall be Seller’s obligation to discharge such lien or encumbrance. The acceptance of the Deed by Buyer shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller’s part to be performed under this Agreement, except for such matters which are expressly stated to survive the Closing hereunder.

Sellers Title. Not more than thirty (30a) days after receipt Except for the special warranty of title referenced in Section 8.1(b) and without limiting Buyer’s right to adjust the Purchase Price by the attorney for Buyer operation of this Article 8, Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Seller’s title to any of the Search Assets, and Buyer hereby acknowledges and agrees that for any defect of title, including any Title Defect, with respect to any of the existing survey or Assets, (i) before Closing, Buyer’s sole remedy shall be Buyer’s right to adjust the Updated SurveyPurchase Price to the extent provided in this Article 8, if obtained by ▇▇▇▇▇and (ii) after Closing Buyer’s sole remedy shall be pursuant to the special warranty of title referenced in Section 8.1(b). (b) Seller shall, Buyer shall order to be prepared and delivered at Closing, deliver to Buyer and Seller a current preliminary title report conveyance to reflect the transfer of “Defensible Title” to the Assets, which shall be substantially in the form of Exhibit “G” (the “Title CommitmentConveyance”) ). The Conveyance, subject to the Permitted Encumbrances, shall be made without warranty of title, either express, implied, statutory or otherwise, except that, subject to the Permitted Encumbrances, Seller shall only warrant title to the Assets against all claims, liens, burdens and encumbrances arising by, through or under Seller, but not otherwise. The Conveyance shall be made with full substitution and subrogation to Buyer in and to all covenants and warranties by others heretofore given or made to Seller with respect to the Property prepared Assets to the extent such may be conveyed by ▇▇▇▇▇’s title insurance company and within ten Seller. (10c) days following ▇▇▇▇▇’s receipt of the Title Commitment, Buyer’s attorney shall deliver to Seller’s attorney a written notice of any defects, encumbrances or other objections to title of the Property other than those matters to which this sale is subject (the “Title Objections”). Seller may, but Buyer shall not be obligated to, attempt entitled to cure any Title Objections, provided, however, that Seller shall notify Buyer in writing within seven (7) business days following protection under Seller’s receipt special warranty of title in the Title Objections as to which of Buyer’s Title Objections Seller has elected to cure (“Seller’s Notice”). If Seller fails to notify Buyer within such seven (7) business day period, Seller shall be deemed to have elected not to cure or attempt to cure any of Buyer’s Title Objections. If Seller notifies Buyer that Seller is unable or unwilling to cure any such objections, Buyer shall within seven (7) business days following Seller’s notice (or the fourteen (14th) business day following delivery of the Title Objections to Seller if Seller has not responded) either: Conveyance against (i) terminate this Agreement by written notice to Seller, whereupon the Deposit shall be returned to Buyer and neither party shall have any further obligations hereunder (other than rights and obligations arising Title Defect reported under this Agreement which by their terms are to survive such termination)Article 8, or (ii) waive any such objections and Title Defect disclosed to or known by Buyer prior to the transaction contemplated hereby shall be consummated as Title Defect Notice Date. (d) Notwithstanding anything herein provided hereinto the contrary, without if a Title Defect under this Article 8 results from any reduction matter which could also result in the Purchase Price. If breach of any representation or warranty of Seller set forth in Article 4, then Buyer fails shall only be entitled to elect either clause assert such matter (i) before Closing, as a Title Defect to the extent permitted by this Article 8, or (ii) within such time periodafter Closing, Buyer shall be deemed to have elected clause (ii). If Seller notifies Buyer that it will cure any of ▇▇▇▇▇’s Title Objections, Seller shall be entitled to reasonable adjournments of the Closing during which Seller may attempt to cure such objections, subject to Buyer’s reasonable approval of the same. Notwithstanding anything to the contrary contained herein, ▇▇▇▇▇’s right to terminate this Agreement pursuant to this Section 11 shall expressly terminate seven (7) days following receipt as a breach of Seller’s Noticespecial warranty of title contained in the Conveyance to the extent permitted by this Section 8.1, whereupon Buyer’s approval and shall be precluded from also asserting such matter as the basis of the Title Commitment shall become absolute and breach of any such representation or warranty. (e) For the Deposit shall become non-refundablepurposes hereof, except as otherwise expressly the terms set forth in this Agreement. Notwithstanding below shall have the foregoing, if the Property shall be affected by any mortgage which secures an obligation of Seller, and which may be discharged by the payment of an ascertainable amount less than the Purchase Price, then it shall be Seller’s obligation to discharge such lien or encumbrance. The acceptance of the Deed by Buyer shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller’s part to be performed under this Agreement, except for such matters which are expressly stated to survive the Closing hereundermeaning assigned thereto.