Subsequent Title Defects Sample Clauses

Subsequent Title Defects. Buyer may, at or prior to Closing, notify Seller in writing (the “Subsequent Title Defects Notice”) of any objection(s) to title exceptions (a) raised by the Title Company between the expiration of the Title Review Period and the Closing, and (b) not disclosed by the Title Company or the Survey or otherwise known to Buyer prior to the expiration of the Title Review Period, provided that Buyer must notify Seller of such objection(s) to title within three (3) business days of being made aware of the existence of such exception. If Buyer timely gives a Subsequent Title Defects Notice to Seller, Seller shall have two (2) business days after receipt of the Subsequent Title Defects Notice to notify Buyer (a) that Seller will remove such objectionable exceptions from title on or before the Closing, provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond ten (10) days; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Seller shall have been deemed to have given notice to Buyer under clause (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects, provided however, that notwithstanding the foregoing, Seller shall remove, as of the Closing, all liens evidencing any deed of trust (and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating to work performed by Seller, and all judgment liens against Seller. If Seller gives or is deemed to have given notice under clause (b) above, Buyer shall have three (3) business days from the date on which such notice to Buyer is given or deemed given in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such exceptions or that Buyer will terminate this Agreement. If Buyer fails to timely give such notice, Buyer shall be deemed to have elected to proceed with the purchase and take title to the Property subject to such exceptions. If this Agreement is terminated pursuant to the foregoing provisions of this Section 6.3.3 then neither party shall have any further rights or obligations hereunder (except with respect to those matters expressly set forth to survive such termination), the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunder.

Subsequent Title Defects. In the event any material and adverse matter affecting title to the Property arises or is first disclosed to Purchaser after the expiration of the Inspection Period, and Purchaser did not have notice of such matter, nor was such matter filed in the public real estate records or would have been shown by a current survey as of the end of the Inspection Period, then the following provisions will apply: (a) Purchaser must notify Seller of such matter in writing within two (2) business days of Purchaser’s learning of such matter and, in any event, not later than Closing; (b) If the matter is one which was caused by an act or omission by Seller and can be cured solely by the payment of money, then Seller will be obligated to cure such title defect not later than Closing, by either discharging the matter by payment, posting a bond for payment, or by causing Purchaser’s title insurer affirmatively to insure over the matter; provided, however, Seller’s aggregate liability with respect to matters subject to this Section 3.3(b) will not exceed the sum of $25,000; provided further, however, Seller shall be required so to cure any such matter constituting (a) liens and security interests securing any loan to Seller and any other liens or security interests created by documents executed by Seller to secure monetary obligations, other than liens for ad valorem taxes and assessments for the current calendar year, (b) any liens or encumbrances resulting from Seller’s intentional breach of its covenant not to encumber the Property pursuant to Section 7.2 hereof and (c) the recorded Declaration between Seller and M.▇. ▇▇▇▇▇▇▇ & CO KGaA with respect to the Property. (c) In the event the matter is not described in Section 3.3(b), above, and Seller does not elect to cure such matter by written notice to Purchaser within five (5) business days (“Seller’s Response Period”) of Seller’s receipt of Purchaser’s notice under Section 3.3(a) (and Closing will be delayed as necessary to permit Seller such period of response), then Purchaser must elect either (i) to terminate this Agreement, in which case the E▇▇▇▇▇▇ Money will be refunded in full to Purchaser and thereupon this Agreement will be null and void and of no further force and effect whatsoever, except for the terms of this Agreement which expressly survive termination by Purchaser; provided, however, Seller may condition the refund of the E▇▇▇▇▇▇ Money upon the execution and delivery by Purchaser to Seller of an instrument in ...