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 Xxxxx, 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 Xxxxx’s title insurance company and within ten (10) days following Xxxxx’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 Xxxxx’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, Xxxxx’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 by Except for the attorney for Buyer special warranty of the Search title referenced in Section 8.1(b) and the existing survey or the Updated Survey, if obtained by Xxxxx, 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 Xxxxx’s title insurance company and within ten (10) days following Xxxxx’s receipt of the Title Commitment, without limiting 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 's 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 Xxxxx’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, Xxxxx’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 Article 9 or not purchase the Asset and adjust the Stock Consideration portion of the Purchase Price by 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 Assets and Buyer hereby acknowledges and agrees that Buyer's sole remedy for any defect of title, including any Title Commitment Defect, with respect to any of the Assets (i) before Closing, shall become absolute be Buyer's rights to terminate this Agreement pursuant to Article 9 or not purchase the Asset and to adjust the Deposit shall become non-refundable, except as otherwise expressly set forth Stock Consideration to the extent provided in this Agreement. Notwithstanding the foregoingArticle 8 and (ii) after Closing, if the Property shall be affected pursuant to the special warranty of title referenced in Section 8.1(b). (b) The conveyance to be delivered 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 Seller to discharge such lien or encumbrance. The acceptance of the Deed by Buyer shall be deemed substantially in the form of Exhibit G hereto (the "Conveyance"). THE CONVEYANCE, SUBJECT TO THE PERMITTED ENCUMBRANCES, SHALL BE MADE WITHOUT WARRANTY OF TITLE, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WITHOUT RECOURSE, EVEN AS TO THE RETURN OF THE PURCHASE PRICE OR OTHER CONSIDERATION, EXCEPT THAT, SUBJECT TO THE PERMITTED ENCUMBRANCES, SELLER SHALL WARRANT TITLE TO THE ASSETS AGAINST ALL CLAIMS, LIENS, BURDENS AND ENCUMBRANCES ARISING BY, THROUGH OR UNDER SELLER, BUT NOT OTHERWISE AND NOT WITH RESPECT TO ANY IMPAIRMENT OR FAILURE OF TITLE RELATED TO ANY LACK OF PRODUCTION IN PAYING QUANTITIES. THE CONVEYANCES 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 ASSETS TO THE EXTENT SUCH MAY BE CONVEYED BY SELLER. (c) Buyer shall not be entitled to be full performance of, and discharge of, every agreement and obligation on protection under Seller’s part to be performed 's special warranty of title in the Conveyance against any Title Defect reported under this Agreement, except for such matters which are expressly stated to survive the Closing hereunderArticle 8.

Sellers Title. Not more than thirty (30a) days after receipt by the attorney for Buyer of the Search and the existing survey or the Updated Survey, if obtained by Xxxxx, 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 Xxxxx’s title insurance company and within Within ten (10) days following Xxxxx’s receipt of after the Title CommitmentEffective Date, Buyer’s attorney Seller shall deliver to Buyer or Buyer’s attorney, copies of (i) the fee title insurance policy insuring Seller’s attorney interest in the Property and (ii) existing survey of the Property. Buyer shall be responsible for the cost of any updates to the survey and title, tax searches and title insurance insuring Buyer and Buyer’s lender, if applicable. These documents must show that Seller holds good and marketable fee title to the Property free and clear of all liens (other than the Bank of America Mortgage), easements other than standard utility easements benefitting the Property and encumbrances other than restrictions and covenants of the Xxxxxx-Xxxxxxxxxx Counties Industrial Development Agency governing the Property and its location in the Xxxxxx-Xxxxxxxxxx Counties Industrial Development Agency’s Industrial Park (b) If: (i) the updated title obtained by Buyer reflects any exceptions to title which are not acceptable to Buyer or discloses any state of facts not acceptable to Buyer, in its sole discretion, or (ii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in its sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”), then Buyer shall give Seller written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, in its sole discretion, insuring and defending Buyer against any defectsloss, encumbrances cost or other objections expense arising out of or related to title of the Property other than those matters such Title Defect acceptable to which this sale is subject Buyer (the “Title ObjectionsAffirmative Coverage”). Seller mayOn or before the Closing, but shall not be obligated to, attempt to cure any Title Objections, provided, however, that Seller shall notify provide Buyer in writing within seven (7) business days following Seller’s receipt with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage shall be obtained. Notwithstanding anything contained herein to 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 periodcontrary, Seller shall be deemed obligated to have elected not expend whatever sums are required to cure or attempt obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing: i. All mortgages, security deeds or other security instruments against the Seller and encumbering the Property; and ii. Judgments against Seller which have attached to and become a lien against the Property. (c) Seller shall have the right, at its sole election, to extend the Closing Date (as defined in Section 8, below), for a period not to exceed twenty (20) days in order to cure or obtain Affirmative Coverage for any of Buyer’s Title ObjectionsDefect. If Seller notifies Buyer that In the event Seller is unable or unwilling to cure or obtain Affirmative Coverage for any Title Defect within such objectionsperiod, Buyer shall within seven (7) business days following Seller’s notice (or have the fourteen (14th) business day following delivery of the Title Objections option to Seller if Seller has not responded) either: either (i) waive any such Title Defect and proceed to Closing, or (ii) terminate this Agreement by written notice to SellerAgreement, whereupon the Deposit shall be returned to Buyer and in which case 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 Xxxxx’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, Xxxxx’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.