Common use of Title and Environmental Dispute Resolution Clause in Contracts

Title and Environmental Dispute Resolution. Seller and Purchaser shall attempt to agree on the existence of any Title Defects, Title Benefits and Environmental Defects, any Title Defect curative or Environmental Defect Remediation matters, and all Title Defect Amounts, Title Benefit Amounts and Environmental Defect Amounts by three (3) Business Days prior to the Closing Date. If, as of the Closing, the Parties cannot agree upon (a) the existence of a Title Defect or Title Benefit, the adequacy of any Title Defect curative materials submitted to Purchaser, the Title Defect Amount with respect to any Title Defect or the Title Benefit Amount with respect to any Title Benefit (each, a “Disputed Title Matter”) or (b) the existence of an Environmental Defect, the adequacy of any Environmental Defect Remediation performed by Seller, or the Environmental Defect Amount with respect to any Environmental Defect (each, a “Disputed Environmental Matter” and, together with any Disputed Title Matter, each a “Disputed Matter”), then, in each case, the Disputed Matter shall be submitted to arbitration in accordance with the provisions of Exhibit D attached hereto. At Closing, the Title Defect Amount, the Title Benefit Amount or the Environmental Defect Amount that is subject to the Disputed Matter (each a “Disputed Amount”) shall be paid by Purchaser into the Defect Escrow Account at Closing pending resolution of the Disputed Matter and the Closing Cash Payment shall be reduced by such Disputed Amount, and such Disputed Amount shall be released to Seller or Purchaser, as applicable, upon resolution of such Disputed Matter. Upon resolution of a Disputed Matter, the Parties shall instruct the Escrow Agent to release the applicable Disputed Amount to Seller or Purchaser, as applicable, within five (5) days after the resolution of such Disputed Matter.

Title and Environmental Dispute Resolution. Seller and Purchaser shall attempt to agree on the existence of any Title Defects, Title Benefits and Environmental Defects, any Title Defect curative or Environmental Defect Remediation matters, and all Title Defect Amounts, Title Benefit Amounts and Environmental Defect Amounts by three (3) Business Days prior to the Closing Date. If, as of the Closing, the Parties cannot agree upon (a) the existence of a Title Defect or Title Benefit, the adequacy of any Title Defect curative materials submitted to Purchaser, the Title Defect Amount with respect to any Title Defect or the Title Benefit Amount with respect to any Title Benefit (each, a “Disputed Title Matter”) or (b) the existence of an Environmental Defect, the adequacy of any Environmental Defect Remediation performed by Seller, or the Environmental Defect Amount with respect to any Environmental Defect (each, a “Disputed Environmental Matter” and, together with any Disputed Title Matter, each a “Disputed Matter”), then, in each case, the Disputed Matter shall be submitted to arbitration in accordance with the provisions of Exhibit D attached hereto. At Closing, the Title Defect Amount, the Title Benefit Amount or the Environmental Defect Amount that is subject to the Disputed Matter (each a “Disputed Amount”) shall be paid by Purchaser into the Defect and Indemnity Escrow Account at Closing pending resolution of the Disputed Matter and the Closing Cash Payment shall be reduced by such Disputed Amount, and such Disputed Amount shall be released to Seller or Purchaser, as applicable, upon resolution of such Disputed Matter. Upon resolution of a Disputed Matter, the Parties shall instruct the Escrow Agent to release the applicable Disputed Amount to Seller or Purchaser, as applicable, within five (5) days after the resolution of such Disputed Matter.

Title and Environmental Dispute Resolution. Seller and Purchaser shall attempt to agree on the existence of any If, (1) following Seller’s Title Defects, Title Benefits and Environmental Defects, any Title Defect curative Dispute Election or Environmental Defect Remediation matters, and all Title Defect Amounts, Title Benefit Amounts and Environmental Defect Amounts by three (3) Business Days Dispute Election delivered prior to the Closing Date. If, Defect Response Date or (2) as of the Closingexpiration of the Cure Period to the extent related the adequacy of any curative materials submitted to Buyer or curative work performed by Seller, the Parties cannot agree upon (ax) the existence of a Title Defect or Title Benefit, the adequacy of any Title Defect curative materials submitted to PurchaserBuyer, the Title Defect Amount with respect to any Title Defect or the Title Benefit Amount with respect to any Title Benefit (each, a “Disputed Title Matter”) or (by) the existence of an Environmental Defect, the adequacy of any Environmental Defect Remediation performed curative actions taken by Seller, or the Environmental Defect Amount with respect to any Environmental Defect (each, a “Disputed Environmental Matter” and, together with any Disputed Title Matter and any Disputed Accounting Matter, each a “Disputed Matter”), then, in each case, the Disputed Matter shall be submitted to arbitration in accordance with the provisions of Exhibit D attached hereto. At Closing, Article XII. (a) If the Title Defect AmountAmount of any Title Defect Property as determined by the Arbitrator is equal to or greater than the Allocated Value of such Title Defect Property, the and (i) if Seller elects such remedy provided in Section 6.4(b)(i), then within ten (10) days after such election, (A) such Title Benefit Amount or the Environmental Defect Amount that is subject to the Disputed Matter (each a “Disputed Amount”) Property shall be paid by Purchaser into excluded under the Defect Escrow Account at Closing pending resolution terms of the Disputed Matter this Agreement, Seller and the Closing Cash Payment Buyer shall be reduced by such Disputed Amount, and such Disputed Amount shall be released to Seller or Purchaser, as applicable, upon resolution of such Disputed Matter. Upon resolution of a Disputed Matter, the Parties shall jointly instruct the Escrow Agent to release deliver to Buyer the applicable Disputed Amount amount deposited in the Escrow Account with respect to such Title Defect Property to Buyer, and Seller shall pay an amount equal to the Allocated Value of such Title Defect Property minus such amount deposited in the Escrow Account with respect thereto to Buyer, and (B) Buyer shall assign to Seller or Purchasersuch Title Defect Property pursuant to a conveyance containing a special warranty of title, and (ii) if Seller does not elect such remedy provided in Section 6.4(b)(i), then within ten (10) days following such determination by the Arbitrator, Buyer and Seller shall jointly instruct the Escrow Agent to deliver the amount deposited in the Escrow Account with respect to such Title Defect Property to Seller and/or Buyer, as applicable, as would be necessary to give effect to the Arbitrator’s award with respect to such Title Defect. If the Title Defect Amount of such Title Defect Property as determined by the Arbitrator is less than the Allocated Value of such Title Defect Property, then, within five ten (510) days following such determination by the Arbitrator, Buyer and Seller shall jointly instruct the Escrow Agent to deliver the amount deposited in the Escrow Account with respect to such Title Defect Property to Seller and/or Buyer, as applicable, as would be necessary to give effect to the Arbitrator’s award with respect to such Title Defect. (b) If Section 6.6(b)(ii)(B) applies and if the Environmental Defect Amount of any Environmental Defect Property as determined by the Arbitrator is equal to or greater than the Allocated Value of such Environmental Defect Property, and if a Party elects such remedy provided in Section 6.6(b)(i), then within ten (10) days after such election, (I) such Environmental Defect Property shall be excluded under the resolution terms of this Agreement, and Seller and Buyer shall jointly instruct the Escrow Agent to deliver to Buyer the amount deposited in the Escrow Account with respect to such Environmental Defect Property, and (II) Buyer shall assign to Seller such Environmental Defect Property pursuant to a conveyance containing a special warranty of title. If Section 6.6(b)(ii)(B) applies and if the Environmental Defect Amount relating to any Environmental Defect Property as determined by the Arbitrator is either (i) less than the Allocated Value of such Disputed MatterEnvironmental Defect Property or (ii) (A) equal to or more than the Allocated Value of such Environmental Defect Property and (B) neither Party elects the remedy under Section 6.6(b)(i) following determination by the Arbitrator, then (in each case with respect to clause (i) and (ii) immediately above) within ten (10) days following such determination by the Arbitrator, Buyer and Seller shall jointly instruct the Escrow Agent to deliver the amount deposited in the Escrow Account with respect to such Environmental Defect Property to Seller and/or Buyer, as applicable, as would be necessary to give effect to the Arbitrator’s award with respect to such Environmental Defect.