Common use of Survey and Title Report Clause in Contracts

Survey and Title Report. (a) Seller, at Buyer's sole cost and expense, will obtain, as soon as practicable using all reasonable efforts, a current ALTA on-the-ground/as built survey (collectively, the "Surveys" and each, a "Survey") of the Property, prepared by licensed surveyors who are reasonably acceptable to Buyer and Buyer's selected title company (the "Title Company"). (b) Seller, at Buyer's sole cost and expense, will obtain, as soon as practicable using all reasonable efforts, a current preliminary title report or title policy commitment issued by the Title Company for each parcel of Property (collectively, the "Title Reports" and each, a "Title Report"), describing such parcel, listing Buyer as the prospective named insured and showing as the proposed policy amount an amount to be determined by Buyer. Seller shall furnish to Buyer, at Buyer's sole cost and expense, a legible and true copy of the Surveys, the Title Reports and all documents and other instruments referenced in the Title Report. (c) As soon as is reasonably possible after the date of receipt of the Survey, the Title Report and copies of all documents pertaining to such Survey and Title Report as Buyer and/or Title Company may reasonably require for each Property, Buyer and Buyer's attorney shall review the same and notify Seller in writing of any, in Buyer's reasonable judgment, material objections to the condition of the title or matters shown on the Survey or in the Title Report ("Buyer's Objections"). As soon as is reasonably possible following receipt of Buyer's notice, Seller shall rectify Buyer's Objections at Seller's sole cost. The parties agree that, if necessary, the time of Closing shall be extended accordingly. (d) If Seller does not or cannot rectify Buyer's Objections within thirty (30) days after receipt of all Buyer's Objections, Buyer, at Buyer's option, may: (i) waive such Buyer's Objections without remedy; (ii) conduct the Closing and reduce the Purchase Price by the aggregate amount allocated to the Property; or (iii) terminate this Agreement.

Survey and Title Report. (a) Seller has obtained and delivered to Purchaser an update of Seller, at Buyer's sole cost and expense, will obtain, as soon as practicable using all reasonable efforts, a current ALTA on’s as-the-ground/as built survey (collectively, the "Surveys" and each, a "Survey") of the Property, prepared by licensed surveyors who are reasonably acceptable to Buyer Real Property and Buyer's selected title company the Improvements (the "Title Company"“Survey”). (b) SellerTitle to the Real Property to be transferred and conveyed to Purchaser by Seller shall be a good and marketable title in fee simple, at Buyer's sole cost excepting ad valorem taxes not then due and expense, will obtain, payable and subject only to the documents evidencing and securing the Loan and the items not objected to or waived (as soon as practicable using all reasonable efforts, a current preliminary title report or title policy commitment issued set forth below) by the Title Company for each parcel of Property Purchaser (collectively, the "Title Reports" and each, a "Title Report"“Permitted Exceptions”), describing such parcel, listing Buyer as the prospective named insured and showing as the proposed policy amount an amount to be determined by Buyer. Seller has delivered to Purchaser a current owner’s title insurance commitment (the “Title Commitment”) from Lawyers Title Insurance Corporation (the “Title Insurance Company”) with respect to the Real Property, accompanied by copies of all exception documents identified therein. Such Title Commitment shows Seller is the owner of fee simple title to the Real Property, and it shall furnish obligate the Title Insurance Company to Buyerissue to Purchaser, at Buyer's sole cost and expensepromptly upon Closing, a legible and true copy its title insurance policy (the “Title Policy”) insuring fee simple title in favor of Purchaser, in the amount of the SurveysPurchase Price, with the Title Reports and all documents and other instruments referenced in the Title Reportso-called “standard exceptions” deleted therefrom. (c) As soon as is reasonably possible after the date of receipt of the SurveyOn or before November 21, the Title Report and copies of all documents pertaining to such Survey and Title Report as Buyer and/or Title Company may reasonably require for each Property2005, Buyer and Buyer's attorney Purchaser shall review the same and notify Seller in writing of any, in Buyer's reasonable judgment, material any objections that Purchaser has to the condition of title to Seller’s Real Property as reflected in the title or matters shown on the Survey Title Commitment or in the Survey (collectively, “Title Report ("Buyer's Objections"”). As soon as is reasonably possible following Within five (5) business days after Seller’s receipt of Buyer's noticePurchaser’s notice of Title Objections, Seller shall rectify Buyer's inform Purchaser of whether it elects to cure or remove such Title Objections at prior to Closing. Failure by Seller to deliver such notice within such five (5)business day period shall constitute notice that Seller is unwilling to cure such Title Objections. If Seller shall notify or be deemed to have notified Purchaser that Seller is unable or is unwilling to cure such Title Objections, Purchaser may either (i) terminate this Agreement within five (5) business days after it receives (or is deemed to have received) Seller's sole cost. The parties agree that, if necessary, the time of Closing ’s notice (in which case it shall be extended accordinglyentitled to a return of the Deposit less $50,000.00 which shall be paid to Seller) or (ii) waive such Title Objections. (d) If It is understood and agreed that if Purchaser fails to object to either the Survey or the Title Commitment or both during the Inspection Period, then Purchaser shall be deemed to have waived any and all such objections to title and/or survey, and, in such case, all exceptions shown on the Title Commitment and Survey shall be deemed Permitted Exceptions. Provided, however, if prior to Closing Purchaser shall cause the Title Commitment to be updated and if such update should reveal any matter rendering title to the Real Property unmarketable and not disclosed in the original Title Commitment and not caused by, through or under Purchaser, Purchaser shall notify Seller does not or cannot rectify Buyer's Objections of same within thirty ten (3010) days after of receipt of all Buyer's Objections, Buyer, at Buyer's option, may: (isuch update and the other provisions of Paragraph 10(c) waive relating to Title Objections shall apply with respect to such Buyer's Objections without remedy; (ii) conduct the Closing and reduce the Purchase Price by the aggregate amount allocated to the Property; or (iii) terminate this AgreementTitle Objection as if such provisions were set forth herein in full.

Survey and Title Report. (a) Seller has obtained and delivered to Purchaser an update of Seller, at Buyer's sole cost and expense, will obtain, as soon as practicable using all reasonable efforts, a current ALTA on’s as-the-ground/as built survey (collectively, the "Surveys" and each, a "Survey") of the Property, prepared by licensed surveyors who are reasonably acceptable to Buyer Real Property and Buyer's selected title company the Improvements (the "Title Company"“Survey”). (b) SellerTitle to the Real Property to be transferred and conveyed to Purchaser by Seller shall be a good and marketable title in fee simple, at Buyer's sole cost excepting ad valorem taxes not then due and expense, will obtain, payable and subject only to the items not objected to or waived (as soon as practicable using all reasonable efforts, a current preliminary title report or title policy commitment issued set forth below) by the Title Company for each parcel of Property Purchaser (collectively, the "Title Reports" and each, a "Title Report"“Permitted Exceptions”), describing such parcel, listing Buyer as the prospective named insured and showing as the proposed policy amount an amount to be determined by Buyer. Seller has delivered to Purchaser a current owner’s title insurance commitment (the “Title Commitment”) from Lawyers Title Insurance Corporation (the “Title Insurance Company”) with respect to the Real Property, accompanied by copies of all exception documents identified therein. Such Title Commitment shows Seller is the owner of fee simple title to the Real Property, and it shall furnish obligate the Title Insurance Company to Buyerissue to Purchaser, at Buyer's sole cost and expensepromptly upon Closing, a legible and true copy its title insurance policy (the “Title Policy”) insuring fee simple title in favor of Purchaser, in the amount of the SurveysPurchase Price, with the Title Reports and all documents and other instruments referenced in the Title Reportso-called “standard exceptions” deleted therefrom. (c) As soon as is reasonably possible after the date of receipt of the SurveyOn or before November 21, the Title Report and copies of all documents pertaining to such Survey and Title Report as Buyer and/or Title Company may reasonably require for each Property2005, Buyer and Buyer's attorney Purchaser shall review the same and notify Seller in writing of any, in Buyer's reasonable judgment, material any objections that Purchaser has to the condition of title to Seller’s Real Property as reflected in the title or matters shown on the Survey Title Commitment or in the Survey (collectively, “Title Report ("Buyer's Objections"”). As soon as is reasonably possible following Within five (5) business days after Seller’s receipt of Buyer's noticePurchaser’s notice of Title Objections, Seller shall rectify Buyer's inform Purchaser of whether it elects to cure or remove such Title Objections at prior to Closing. Failure by Seller to deliver such notice within such five (5) business day period shall constitute notice that Seller is unwilling to cure such Title Objections. If Seller shall notify or be deemed to have notified Purchaser that Seller is unable or is unwilling to cure such Title Objections, Purchaser may either (i) terminate this Agreement within five (5) business days after it receives (or is deemed to have received) Seller's sole cost. The parties agree that, if necessary, the time of Closing ’s notice (in which case it shall be extended accordinglyentitled to a return of the Deposit less $25,000.00 which shall be paid to Seller) or (ii) waive such Title Objections. (d) If It is understood and agreed that if Purchaser fails to object to either the Survey or the Title Commitment or both during the Inspection Period, then Purchaser shall be deemed to have waived any and all such objections to title and/or survey, and, in such case, all exceptions shown on the Title Commitment and Survey shall be deemed Permitted Exceptions. Provided, however, if prior to Closing Purchaser shall cause the Title Commitment to be updated and if such update should reveal any matter rendering title to the Real Property unmarketable and not disclosed in the original Title Commitment and not caused by, through or under Purchaser, Purchaser shall notify Seller does not or cannot rectify Buyer's Objections of same within thirty ten (3010) days after of receipt of all Buyer's Objections, Buyer, at Buyer's option, may: (isuch update and the other provisions of Paragraph 10(c) waive relating to Title Objections shall apply with respect to such Buyer's Objections without remedy; (ii) conduct the Closing and reduce the Purchase Price by the aggregate amount allocated to the Property; or (iii) terminate this AgreementTitle Objection as if such provisions were set forth herein in full.

Survey and Title Report. (a) SellerBuyer, at Buyer's sole cost and expense, will obtain, as soon as practicable using all reasonable efforts, a current ALTA on-the-ground/as built survey (collectively, the "Surveys" and each, a "Survey") of the each free-standing Owned Real Property, prepared by licensed surveyors who are reasonably acceptable to Buyer and Buyer's selected title company (the "Title Company"), for the modification to the extent permitted by insurance regulations, of the survey exception to the Title Policies. (b) SellerBuyer, at Buyer's sole cost and expense, will obtain, as soon as practicable using all reasonable efforts, a current preliminary title report or title policy commitment issued by the Title Company for each parcel of Owned Real Property (collectively, the "Title Reports" and each, a "Title Report"), describing such parcel, listing Buyer and Buyer's designated lender as the prospective named insured and showing as the proposed policy amount an amount to be determined by Buyer. Seller Buyer shall furnish to BuyerSellers, at Buyer's sole cost and expense, a legible and true copy of the Surveys, the Title Reports and all documents and other instruments referenced in the Title Report. (c) As soon as is reasonably possible after the date of receipt of the Survey, the Title Report and copies of all documents pertaining to such Survey and Title Report as Buyer and/or Title Company may reasonably require for each Owned Real Property, Buyer and Buyer's attorney shall review the same and notify Seller Sellers in writing of anyonly, in Buyer's reasonable judgment, material objections to the condition of the title or matters shown on the Survey or in the Title Report ("Buyer's Objections"). As soon as is reasonably possible following receipt of Buyer's notice, Seller Sellers shall rectify Buyer's Objections at Seller's Sellers' sole cost. The parties agree that, if necessary, the time of Closing shall be extended accordingly. Sellers shall use reasonable efforts, without cost to Sellers, to assist Buyer, at Buyer's expense, in remedying any other objections Buyer may have, but in no event shall any inability to remedy such objections delay the Closing or cause a termination of this Agreement. (d) If Seller does Sellers do not or cannot rectify Buyer's Objections within thirty (30) days after receipt of all Buyer's Objections, Buyer, at Buyer's option, may: (i) waive such Buyer's Objections without remedy; (ii) if there are three (3) or fewer Restaurants with uncured Buyer's Objections within such time period, conduct the Closing with respect to all other Restaurants and reduce the Purchase Price (pro rata from the Cash Purchase Price and the principal amount of the Note) by the aggregate amount allocated to such Restaurants as set forth on the PropertyAllocation Schedule; or (iii) if there are four (4) or more Restaurants with uncured Buyer's Objections within such time period, terminate this Agreement.