Common use of Title and Survey Examination Clause in Contracts

Title and Survey Examination. 1. Purchaser shall obtain a title commitment (“Title Commitment”) for an owner’s title insurance policy covering the Property and a current survey of the Property (“Survey”). Purchaser shall have until the expiration of the Examination Period to examine the Title Commitment and Survey, and to give written notice to the Seller of any objections which the Purchaser may have to title or survey (“Title Objection Notice”). If, on or before the expiration of the Examination Period, Purchaser fails to deliver to Seller a Title Objection Notice, then Purchaser shall be deemed to have accepted the condition of the Property as set forth in the Title Commitment and on the Survey (or, to the extent not obtained, the condition of the Property that would be reflected on a current title insurance commitment and survey of the Property). Seller shall have the right, but not the obligation, at its election, within ten (10) days after receipt of written objections from the Purchaser (such 10-day period being referred to herein as the “Seller’s Response Period”), to provide Purchaser notice of its intent to cure any such objections at the Seller’s expense (such notice, “Seller’s Title Response”); provided, however, all mortgage or other secured indebtedness and monetary liens must be cured by the Seller regardless of whether Purchaser objects thereto, and a failure of the Seller to so cure such liens or indebtedness shall be considered a default of the Seller hereunder if such liens or indebtedness are capable of being cured by Seller; and provided further, however, that the Seller shall be permitted, in its sole discretion, to proceed to Closing and satisfy outstanding mortgage or other secured indebtedness and other monetary liens against the Property from the proceeds of the sale at time of Closing. In the event the Seller refuses to cure or remove any of said Purchaser’s objections (provided that monetary liens must be cured by the Seller as set forth herein, and Seller shall not have discretion to determine whether to cure such liens), or fails to provide Seller’s Title Response within the Seller’s Response Period (which such failure shall be deemed to be a Seller refusal to cure), then Purchaser shall have the option, which shall be exercised by written notice given to Seller, to terminate this Contract, in which event the Xxxxxxx Money shall be delivered promptly to Purchaser. If Seller agrees in Seller’s Title Response to cure any objection of Purchaser prior to Closing, and fails to do so, Seller shall be in default hereunder to the extent Seller fails to cure such items within five (5) business days after notice from Purchaser.

Title and Survey Examination. 1. Purchaser shall obtain a title commitment (“Title Commitment”) for an owner’s title insurance policy covering the Property and a current survey of the Property (“Survey”). Purchaser 5.3.1 For each Property, Buyer shall have until the expiration Inspection Period Expiration Date (the “Title Exam Deadline”), to notify Seller, in writing, of the Examination Period to examine the Title Commitment and Survey, and to give written notice to the Seller of any such objections which the Purchaser as Buyer may have to anything contained in the applicable PTR, Title Update obtained by Buyer prior to the Title Exam Deadline or the Seller’s Survey. Except as expressly set forth below in connection with any updated Survey obtained by Buyer or any Title Update, any item contained in the PTRs, any Title Update obtained by Buyer prior to the Title Exam Deadline or any matter shown on the Seller’s Surveys to which Buyer does not object in writing prior to the applicable Title Exam Deadline shall automatically and irrevocably be deemed a Permitted Exception. In the event Buyer shall notify Seller, in writing, of any such objections to title or survey (“Title Objection Notice”). If, to matters shown on or before the expiration of the Examination Period, Purchaser fails Seller’s Surveys prior to deliver to Seller a Title Objection Notice, then Purchaser shall be deemed to have accepted the condition of the Property as set forth in the Title Commitment and on the Survey (orExam Deadline, to the extent not obtained, the condition of the Property that would be reflected on a current title insurance commitment and survey of the Property). Seller shall have the right, but not the obligation, at its election, within ten to cure such objections. Within five (105) days after receipt of written objections from the Purchaser (such 10-day period being referred to herein as the “SellerBuyer’s Response Period”), to provide Purchaser notice of its intent objections, Seller shall notify Buyer in writing whether Seller elects to attempt to cure any or all of such objections at objections. If Seller elects to attempt to cure, and provided that Buyer shall not have terminated this Restated Agreement in accordance with Section 5.7 hereof, Seller shall be obligated to “cure” (which, for purposes of this Section 5.3 shall mean to remove the Seller’s expense same from title) prior to the Close of Escrow (such notice, “Seller’s Title Response”); provided, however, all mortgage or other secured indebtedness and monetary liens must that insuring over any objection shall not be cured by the Seller regardless of whether Purchaser objects thereto, and a failure of the Seller to so cure such liens or indebtedness shall be considered a default of the Seller hereunder if such liens or indebtedness are capable of being cured by Seller; and provided further, however, that the Seller shall be permittedpermissible without Buyer’s consent, in its sole discretion). If Seller elects not to cure any objections specified in Buyer’s notice, , or if Seller fails to proceed respond to Closing and satisfy outstanding mortgage or other secured indebtedness and other monetary liens against Buyer’s notice, in each case, within said five (5) day period, Buyer shall have the Property from the proceeds following options: (i) to accept a conveyance of the sale at time of Closing. In applicable Property subject to the event the Permitted Exceptions and any matter objected to by Buyer which Seller refuses so notifies (or is deemed to have notified) Buyer that it is unwilling or unable to cure or remove any (each of said Purchaser’s objections (provided that monetary liens must be cured by the Seller as set forth herein, and Seller which shall not have discretion to determine whether to cure such liens), or fails to provide Seller’s Title Response within the Seller’s Response Period (which such failure shall also be deemed to be a Seller refusal to curePermitted Exceptions), then Purchaser shall have and without reduction of the option, which shall be exercised Purchase Price; or (ii) to terminate this Restated Agreement by sending written notice given thereof to Seller, to and upon delivery of such notice of termination, this Restated Agreement shall terminate this Contract, in which event and the Xxxxxxx Money Deposit (excluding the Independent Consideration) shall be delivered promptly returned to PurchaserBuyer, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Restated Agreement. If Seller agrees in Seller’s Title Response notifies Buyer that Seller does not intend to attempt to cure any title objection of Purchaser prior to Closing, and or fails to do sorespond to Buyer’s notice within said five (5) day period; or if, having properly elected to cure any objection, Seller shall later notifies Buyer in writing that Seller will be in default hereunder unable to the extent Seller fails to effect a cure such items thereof; Buyer shall, within five (5) business days after such notice from Purchaserhas been given notify Seller in writing whether Buyer shall elect to accept the conveyance under clause (i) or to terminate this Restated Agreement under clause (ii). Buyer’s failure to notify Seller of termination of this Restated Agreement within such five (5) business day period shall be deemed to be an irrevocable election under clause (ii) to terminate this Restated Agreement.

Title and Survey Examination. 1. Purchaser Within five (5) business days after the commencement of an Examination Period for a particular Property, Buyer shall obtain order a title commitment report for each Property (“the "Title Commitment”Report") for an owner’s title insurance policy covering from the Property Title Insurer and a current survey of each Property. Seller shall notify Buyer promptly after all of the Improvements on a particular Property (“Survey”)have been substantially completed in order to provide Buyer with the necessary time to have an ALTA survey prepared during the applicable Examination Period. Purchaser Buyer shall have until furnish to Seller a copy of the Title Report and the survey for a particular Property on or prior to the expiration of the applicable Examination Period to examine "Title Review Should be delivered together with statement specifyingdefects in title and/or the Title Commitment and Survey, and to give written notice to survey for a particular Property (the Seller of any objections which the Purchaser may have to title or survey (“Title Objection Notice”). If, on or before the expiration of the Examination Period, Purchaser fails to deliver to Seller a Title Objection Notice, then Purchaser shall be deemed to have accepted the condition of the Property as set forth in the Title Commitment and on the Survey (or, to the extent not obtained, the condition of the Property that would be reflected on a current title insurance commitment and survey of the Property"Objections"). Seller shall have the right, but not the obligation, at its election, notify Buyer within ten (10) days after Seller's receipt of written objections from the Purchaser Objections whether Seller will cure the Objections. If a Seller does not respond within said ten (such 10-day period being referred to herein as the “Seller’s Response Period”)10)-day period, to provide Purchaser notice of its intent to cure any such objections at the Seller’s expense (such notice, “Seller’s Title Response”); provided, however, all mortgage or other secured indebtedness and monetary liens must be cured by the Seller regardless of whether Purchaser objects thereto, and a failure of the Seller to so cure such liens or indebtedness shall be considered a default of the Seller hereunder if such liens or indebtedness are capable of being cured by Seller; and provided further, however, that the Seller shall be permitted, in its sole discretion, to proceed to Closing and satisfy outstanding mortgage or other secured indebtedness and other monetary liens against the Property from the proceeds of the sale at time of Closing. In the event the Seller refuses to cure or remove any of said Purchaser’s objections (provided that monetary liens must be cured by the Seller as set forth herein, and Seller shall not have discretion to determine whether to cure such liens), or fails to provide Seller’s Title Response within the Seller’s Response Period (which such failure shall be deemed to be a have elected to not cure the Objections. If Seller refusal does not agree (or is deemed to cure)not agree) to cure the Objections for any particular Property, then Purchaser Buyer shall have the optionright, which shall be exercised by written notice given to Seller, to terminate this Contract, in which event the Xxxxxxx Money shall be delivered promptly to Purchaser. If Seller agrees in Seller’s and Title Response to cure Insurer at any objection of Purchaser time prior to Closing, either to: (a) waive the Objections with respect to any such Property and fails close title without abatement or reduction of the Purchase Price applicable to do sosuch Property; or (b) terminate this Agreement as to only the subject Property. If Buyer elects to terminate this Agreement as to one or more of the Properties pursuant to this Section 6(a), then: (i) this Agreement shall be deemed terminated as to any such rejected Property and neither party shall have any further rights, obligations or liabilities with respect to such rejected Property, except with respect to any obligations that expressly survive termination of this Agreement as contained herein; and (ii) there shall be a reduction in the Purchase Price payable by Buyer at Closing by the amount allocated to the Property designated for removal from this transaction as shown on Schedule 1 hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any of the following exceptions be a Permitted Exception and Seller shall be in default hereunder required to the extent Seller fails provide information and evidence to satisfy Title Insurer's standard requirements as to Seller's authority and standard title affidavits and shall be required to cure such items within five on or before the Closing: (5i) business days any monetary liens or encumbrances against its Property (including, without limitation, all mortgages, mechanics liens, tax liens and judgments); (ii) all unpaid real estate taxes and water charges; and (iii) any encumbrances against title which are created by or through a Seller after notice from Purchaserthe date of this Agreement.

Title and Survey Examination. 1. Purchaser Buyer shall obtain a title commitment (“satisfy itself prior to expiration of the Due Diligence Period that the Title Company is willing, pursuant to the Title Commitment”) for an , to issue a standard ALTA form of owner’s title insurance policy covering (the Property and a current survey “Owner’s Policy”), indicating the fee interest of the Property Land to be vested of record in Buyer, subject solely to the “Permitted Exceptions” (as hereinafter defined). Unless Buyer gives written notice (“Title Disapproval Notice”) that it disapproves any exceptions to title shown on the Title Commitment, or any matters disclosed by the Existing Survey or a new survey secured by Buyer (“Updated Survey”). Purchaser shall have until , stating the title exceptions or Existing Survey or Updated Survey matters so disapproved, not later than ten (10) days prior to the expiration of the Examination Period Due Diligence Period, Buyer shall be conclusively deemed to examine have approved the Existing Survey or Updated Survey and the Title Commitment and Survey, and to give written notice to the Commitment. Upon receipt by Seller of any objections which the Purchaser a Title Disapproval Notice given in a timely manner, Seller may have elect to title or survey notify Buyer (being a “Title Objection Seller Response Notice”) as to each properly disapproved matter either that: (a) Seller elects not to cause such disapproved matter to be removed as of the Closing Date (or otherwise take any action with respect thereto), or (b) Seller intends to either: (i) use commercially reasonable efforts to cause such disapproved matter to be removed or released on or before the Closing Date; or (ii) use commercially reasonable efforts to cause the Title Company to insure over such disapproved matter; provided, however, Seller shall have no liability if for any reason, after electing either choice under (b) above, such additional disapproved matters are not removed, released, or insured over as aforesaid as of the Closing Date. IfIf Buyer does not terminate this Agreement pursuant to Section 3.1.7, Buyer shall be deemed to have waived its objection to any disapproved exceptions or Existing Survey or Updated Survey matters set forth in the Title Disapproval Notice, except for those that Seller has expressly committed to cure (in 4.2(b) above) pursuant to a Seller Response Notice. Notwithstanding the foregoing, on or before the expiration Closing Date, Seller shall cause the liens of any mortgage evidencing financing obtained or assumed by Seller, and any other undisputed monetary liens of an ascertainable amount caused by Seller and encumbering the Examination Period, Purchaser fails Land or Improvements (other than non-delinquent real estate taxes and assessments relating to deliver to Seller a Title Objection Notice, then Purchaser shall be deemed to have accepted the condition of the Property as set forth in the Title Commitment and on the Survey (or, to the extent not obtained, the condition of the Property that would be reflected on a current title insurance commitment and survey of the Property). Seller shall have the right, but not the obligation, at its election, within ten (10) days after receipt of written objections from the Purchaser (such 10-day period being referred to herein as the “Seller’s Response Period”), to provide Purchaser notice of its intent be removed as an exception to cure any such objections at the Seller’s expense (such notice, “Seller’s Title Response”); provided, however, all mortgage or other secured indebtedness and monetary liens must be cured by the Seller regardless of whether Purchaser objects thereto, and a failure of the Seller to so cure such liens or indebtedness shall be considered a default of the Seller hereunder if such liens or indebtedness are capable of being cured by Seller; and provided further, however, that the Seller shall be permitted, in its sole discretion, to proceed to Closing and satisfy outstanding mortgage or other secured indebtedness and other monetary liens against the Property from the proceeds of the sale at time of Closing. In the event the Seller refuses to cure or remove any of said Purchaser’s objections (provided that monetary liens must be cured by the Seller as set forth herein, and Seller shall not have discretion to determine whether to cure such liens), or fails to provide Seller’s Title Response within the Seller’s Response Period (which such failure shall be deemed to be a Seller refusal to cure), then Purchaser shall have the option, which shall be exercised by written notice given to Seller, to terminate this Contract, in which event the Xxxxxxx Money shall be delivered promptly to Purchaser. If Seller agrees in Seller’s Title Response to cure any objection of Purchaser prior to Closing, and fails to do so, Seller shall be in default hereunder to the extent Seller fails to cure such items within five (5) business days after notice from Purchasertitle.

Title and Survey Examination. 1. Purchaser Within five (5) business days after the commencement of an Examination Period for a particular Property, Buyer shall obtain order a title commitment report for each Property (“the "Title Commitment”Report") for an owner’s title insurance policy covering from the Property Title Insurer and a current survey of each Property. Seller shall notify Buyer promptly after all of the Improvements on a particular Property (“Survey”)have been substantially completed in order to provide Buyer with the necessary time to have an ALTA survey prepared during the applicable Examination Period. Purchaser Buyer shall have until furnish to Seller a copy of the Title Report and the survey for a particular Property on or prior to the expiration of the applicable Examination Period to examine "Title Review Should be delivered together with statement specifying defects in title and/or the Title Commitment and Survey, and to give written notice to survey for a particular Property (the Seller of any objections which the Purchaser may have to title or survey (“Title Objection Notice”). If, on or before the expiration of the Examination Period, Purchaser fails to deliver to Seller a Title Objection Notice, then Purchaser shall be deemed to have accepted the condition of the Property as set forth in the Title Commitment and on the Survey (or, to the extent not obtained, the condition of the Property that would be reflected on a current title insurance commitment and survey of the Property"Objections"). Seller shall have the right, but not the obligation, at its election, notify Buyer within ten (10) days after Seller's receipt of written objections from the Purchaser Objections whether Seller will cure the Objections. If a Seller does not respond within said ten (such 10-day period being referred to herein as the “Seller’s Response Period”)10)-day period, to provide Purchaser notice of its intent to cure any such objections at the Seller’s expense (such notice, “Seller’s Title Response”); provided, however, all mortgage or other secured indebtedness and monetary liens must be cured by the Seller regardless of whether Purchaser objects thereto, and a failure of the Seller to so cure such liens or indebtedness shall be considered a default of the Seller hereunder if such liens or indebtedness are capable of being cured by Seller; and provided further, however, that the Seller shall be permitted, in its sole discretion, to proceed to Closing and satisfy outstanding mortgage or other secured indebtedness and other monetary liens against the Property from the proceeds of the sale at time of Closing. In the event the Seller refuses to cure or remove any of said Purchaser’s objections (provided that monetary liens must be cured by the Seller as set forth herein, and Seller shall not have discretion to determine whether to cure such liens), or fails to provide Seller’s Title Response within the Seller’s Response Period (which such failure shall be deemed to be a have elected to not cure the Objections. If Seller refusal does not agree (or is deemed to cure)not agree) to cure the Objections for any particular Property, then Purchaser Buyer shall have the optionright, which shall be exercised by written notice given to Seller, to terminate this Contract, in which event the Xxxxxxx Money shall be delivered promptly to Purchaser. If Seller agrees in Seller’s and Title Response to cure Insurer at any objection of Purchaser time prior to Closing, either to: (a) waive the Objections with respect to any such Property and fails close title without abatement or reduction of the Purchase Price applicable to do sosuch Property; or (b) terminate this Agreement as to only the subject Property. If Buyer elects to terminate this Agreement as to one or more of the Properties pursuant to this Section 6(a), then: (i) this Agreement shall be deemed terminated as to any such rejected Property and neither party shall have any further rights, obligations or liabilities with respect to such rejected Property, except with respect to any obligations that expressly survive termination of this Agreement as contained herein; and (ii) there shall be a reduction in the Purchase Price payable by Buyer at Closing by the amount allocated to the Property designated for removal from this transaction as shown on Schedule 1 hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any of the following exceptions be a Permitted Exception and Seller shall be in default hereunder required to the extent Seller fails provide information and evidence to satisfy Title Insurer's standard requirements as to Seller's authority and standard title affidavits and shall be required to cure such items within five on or before the Closing: (5i) business days any monetary liens or encumbrances against its Property (including, without limitation, all mortgages, mechanics liens, tax liens and judgments); (ii) all unpaid real estate taxes and water charges; and (iii) any encumbrances against title which are created by or through a Seller after notice from Purchaserthe date of this Agreement.

Title and Survey Examination. 1. Purchaser Within five (5) business days after the commencement of an Examination Period for a particular Property, Buyer shall obtain order a title commitment report for each Property (the “Title CommitmentReport”) for an owner’s title insurance policy covering from the Property Title Insurer and a current survey of each Property. Seller shall notify Buyer promptly after all of the Improvements on a particular Property (“Survey”)have been substantially completed in order to provide Buyer with the necessary time to have an ALTA survey prepared during the applicable Examination Period. Purchaser Buyer shall have until furnish to Seller a copy of the Title Report and the survey for a particular Property on or prior to the expiration of the applicable Examination Period to examine the Title Commitment and Survey(each, and to give written notice to the Seller of any objections which the Purchaser may have to title or survey (a “Title Objection NoticeReview Period”). If, on or before together with a statement specifying any defects in title and/or the expiration of survey for a particular Property (the Examination Period, Purchaser fails to deliver to Seller a Title Objection Notice, then Purchaser shall be deemed to have accepted the condition of the Property as set forth in the Title Commitment and on the Survey (or, to the extent not obtained, the condition of the Property that would be reflected on a current title insurance commitment and survey of the Property“Objections”). Seller shall have the right, but not the obligation, at its election, notify Buyer within ten (10) days after Seller’s receipt of written objections from the Purchaser Objections whether Seller will cure the Objections. If a Seller does not respond within said ten (such 10-day period being referred to herein as the “Seller’s Response Period”)10)-day period, to provide Purchaser notice of its intent to cure any such objections at the Seller’s expense (such notice, “Seller’s Title Response”); provided, however, all mortgage or other secured indebtedness and monetary liens must be cured by the Seller regardless of whether Purchaser objects thereto, and a failure of the Seller to so cure such liens or indebtedness shall be considered a default of the Seller hereunder if such liens or indebtedness are capable of being cured by Seller; and provided further, however, that the Seller shall be permitted, in its sole discretion, to proceed to Closing and satisfy outstanding mortgage or other secured indebtedness and other monetary liens against the Property from the proceeds of the sale at time of Closing. In the event the Seller refuses to cure or remove any of said Purchaser’s objections (provided that monetary liens must be cured by the Seller as set forth herein, and Seller shall not have discretion to determine whether to cure such liens), or fails to provide Seller’s Title Response within the Seller’s Response Period (which such failure shall be deemed to be a have elected to not cure the Objections. If Seller refusal does not agree (or is deemed to cure)not agree) to cure the Objections for any particular Property, then Purchaser Buyer shall have the optionright, which shall be exercised by written notice given to Seller, to terminate this Contract, in which event the Xxxxxxx Money shall be delivered promptly to Purchaser. If Seller agrees in Seller’s and Title Response to cure Insurer at any objection of Purchaser time prior to Closing, either to: (a) waive the Objections with respect to any such Property and fails close title without abatement or reduction of the Purchase Price applicable to do sosuch Property; or (b) terminate this Agreement as to only the subject Property. If Buyer elects to terminate this Agreement as to one or more of the Properties pursuant to this Section 6(a), then: (i) this Agreement shall be deemed terminated as to any such rejected Property and neither party shall have any further rights, obligations or liabilities with respect to such rejected Property, except with respect to any obligations that expressly survive termination of this Agreement as contained herein; and (ii) there shall be a reduction in the Purchase Price payable by Buyer at Closing by the amount allocated to the Property designated for removal from this transaction as shown on Schedule 1 hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any of the following exceptions be a Permitted Exception and Seller shall be in default hereunder required to the extent Seller fails provide information and evidence to satisfy Title Insurer’s standard requirements as to Seller’s authority and standard title affidavits and shall be required to cure such items within five on or before the Closing: (5i) business days any monetary liens or encumbrances against its Property (including, without limitation, all mortgages, mechanics liens, tax liens and judgments); (ii) all unpaid real estate taxes and water charges; and (iii) any encumbrances against title which are created by or through a Seller after notice from Purchaserthe date of this Agreement.