Title and Survey Objections. The Purchaser shall have until expiration of the Feasibility Period to report to Seller in writing any survey or title defects or other objections regarding the Property that are disclosed by Purchaser's examinations, other than the Permitted Exceptions (as to which Purchaser has waived any objection), which, in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated or make the title to the Property uninsurable or which impose restrictions on future use of the Property which are not acceptable to Purchaser. Seller shall have the right, but not the duty to cure any such title objections reported by Purchaser. If the Seller is unable or unwilling to cure objections to the Purchaser's satisfaction prior to Settlement then, notwithstanding anything herein to the contrary, the Purchaser shall, at its option, either (i) terminate this Agreement, in which event the Deposit shall be refunded; or (ii) waive such defects and proceed to Settlement, with no reduction in the Purchase Price; provided, however, that all mortgages, deeds of trusts and other monetary liens may be paid at Settlement, and the parties hereby authorize application of the Purchase Price proceeds to effect the same. If any additional matters of record are created after the date of the examination of title contemplated hereby, and prior to Settlement, Purchaser shall have the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement shall be deemed waived.
Title and Survey Objections. Within five (5) Business Days after Purchaser’s receipt of the Title Commitment and, if obtained by Purchaser, the Survey (but in no event later than five (5) Business Days before the expiration of the Due Diligence Period), Purchaser shall notify Seller in writing of, with respect to the Title Commitment, any objections to such Title Commitment, and with respect to the Survey (if obtained by Purchaser), any objections to the Survey. Any objections to the Title Report or the Survey of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding two sentences shall be deemed to be a notice to Seller of Purchaser’s acceptance of title as shown on the Title Commitment and (if obtained by Purchaser) the Survey. Within three (3) Business Days after receipt of Purchaser’s Title Objections (“Seller’s Title Response Period”), Seller shall give Purchaser written notice (“Seller’s Title Notice”) of whether it agrees to cure the Title Objections; provided that except as expressly set forth below Seller shall have no obligation to cure Purchaser’s Title Objections. Any Title Objections that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, and the cure of such Title Objections shall be a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller may cure any Title Objection by bonding off or removing such Title Objection from title at any time prior to Closing. If Seller does not agree in writing, during Seller’s Title Response Period, to cure every Title Objection identified by Purchaser at or prior to Closing and Seller is not required to cure such Title Objections pursuant to the terms of this Section 4.2(c), Seller shall not be obligated to cure such Title Objections, and Purchaser’s sole recourse shall be to terminate this Agreement pursuant to the Due Diligence Contingency at or prior to the expiration of the Due Diligence Period. Notwithstanding the foregoing, Seller shall release (and for purposes of clause (ii) below the term “release” shall also include bonding off) (i) any mortgages, deeds of trust or other security interests or monetary encumbrances other than documents evidencing of securing the Existing Loan, provided, however, such liens may continue to encumber the Property at Closing if the Title Company is willing to insure over such ...
Title and Survey Objections. If Buyer objects to any matter relating to the Title Commitments or Surveys, Buyer may give notice to Seller Parties specifying such objections not later than thirty (30) days after the Effective Date (the “Title/Survey Objection Date”). If Buyer does make written objection, then Seller Parties shall notify Buyer in writing whether Seller Parties will cause the removal of any such matters from title or the Surveys, as the case may be; provided, however, that except with respect to monetary liens or monetary encumbrances (which must be paid from the sales proceeds and released of record at Closing or provision made for delayed receipt of release documents as may be satisfactory to the Title Company, Buyer and Lender), Sellers shall be under no obligation to cause the removal of such matters. If Seller Parties elect not to cause such matters to be removed, or fail to provide Buyer with a notice within five (5) days after receipt of Buyer’s objections that Seller Parties will or will not cause the removal of such matters, then Buyer (i) may, provided a Termination Event as defined in Section 5.2(e) has occurred, exercise a Partial Termination Right as to the affected Property or Properties, or if there is more than one Property suffering from a material title or survey defect, terminate this Agreement as to all the Properties at Buyer’s election, all in the same manner as provided in Section 5.2 with respect to an Agreement Termination Right or Partial Termination Right, as the case may be, or (ii) may elect, by written notice given to Seller Parties, to take title to the Properties as it then is without any set-off or deduction of any kind against the Purchase Price. If Seller Parties do not receive written notice of Buyer’s election to terminate this Agreement within ten (10) days after Buyer’s receipt of such notice from Seller Parties (or the expiration of the ten (10) day period, as the case may be), then Buyer shall be conclusively presumed not to have elected to take title as it then is, and this Agreement shall terminate. In the event that Seller Parties elect to cure any title or survey matter to which Buyer has objected, then the parties agree to postpone the Closing Date for a reasonable period, not to exceed thirty (30) days, if required to enable Seller Parties to complete the cure of such matter. The parties agree to discuss any survey or title objections identified by Buyer hereunder and to use reasonable efforts to resolve such issues.
Title and Survey Objections. Notwithstanding anything to the contrary contained in the Purchase Agreement, the parties hereby acknowledge and agree to the following:
Title and Survey Objections. The parties acknowledge that Buyer provided to Seller a notice of Title Objections dated August 19, 2011 (the “Objections Notice”), and Seller provided to Buyer a response thereto in the form of a letter dated August 24, 2011 from Xxxxxxx X. Xxxxxx, as counsel to Seller (“Seller’s Response”). Notwithstanding anything contained in the penultimate paragraph of Seller’s Response to the contrary, the parties agree that the parties’ rights and obligations with respect to title and survey related matters, as set forth in the Agreement, shall be deemed modified to the extent of the actions and matters to which Seller agreed pursuant to the numbered paragraphs of Seller’s Response.
Title and Survey Objections. At such time as Xxxxx has received both the Title Commitment (with all underlying documents and the vesting deed) and the Survey, Buyer shall have ten (10) days in which to examine the Title Commitment and the Survey and notify Seller, in writing, of those items (“Encumbrances”) which Xxxxx finds objectionable. Buyer's failure to object to Encumbrances within the time allowed shall constitute a waiver of Buyer's right to object and such Encumbrances shall be deemed Permitted Exceptions, except that satisfaction of the requirements of Schedule C of the Title Commitment shall not be deemed to have been waived. If objections are made by Buyer within the time allowed, Seller, at its sole cost and expense, shall have the right, but not the obligation to cure or remove the Encumbrances that Buyer has objected to, give Buyer written notice thereof, and deliver within ten (10) days of the date of Buyer's notice, an amended Survey and/or Title Commitment reflecting the cure of such matters. If any of such objections are not cured by Seller within such ten (10) day cure period, Buyer shall have the right to terminate this Agreement no later than five (5) days after Seller’s cure period, whereupon the Xxxxxxx Money shall be refunded to Buyer. In the event Buyer fails to timely terminate this Agreement, Buyer shall be deemed to have waived any outstanding objections.
Title and Survey Objections. If the Title Commitment identifies exceptions to title other than Permitted Encumbrances, then Buyer shall advise Seller in writing, not later than thirty (30) days after the Effective Date (the “Title Objection Period”), what exceptions to title will not be accepted by Bxxxx. If Buyer elects at its sole option to obtain an Updated Survey, the Title Objection Period shall be extended with respect to any title exceptions which relate to the Updated Survey (the “Survey-Related Exceptions”) such that Buyer shall have until the later of five (5) Business Days after actual receipt of the Updated Survey or the end of the Title Objection Period (the “Survey Review Period”) to review and approve or disapprove the Updated Survey and all Survey-Related Exceptions; provided, however, that within five (5) Business Days after Bxxxx’s receipt of the Existing Survey (or Seller’s notification that no Existing Survey exists), Buyer shall notify Seller of Buyer’s election to obtain an Updated Survey and shall order the Updated Survey. Buyer’s failure to notify Seller of any objections to title exceptions shall, upon expiration of the Title Objection Period (as it may be extended), constitute Buyer’s approval of the Title Commitment and all exceptions and of the condition of title to the Property, and of all matters revealed by the Existing Survey and any Updated Survey.
Title and Survey Objections. Purchaser may, at its sole expense, obtain a title insurance commitment and a survey for the Property. Prior to the expiration of the Feasibility Period, Purchaser shall notify the Seller in writing as to any title or survey objections regarding the Property that the Purchaser is unwilling to accept (collectively the “Title Objections”). Seller shall advise Purchaser in writing within ten (10) days after receipt of such notice, which if any of the Title Objections will not be cured by Seller at or prior to Settlement. If Seller fails to respond to Purchaser within such ten (10) day period or if Seller’s response indicates that it does not intend to cure one or more of the Title Objections, then Purchaser may, at its option either (i) terminate this Agreement by Authentisign ID: A5B6B211-63AE-4B5A-B068-53F633864D52 giving written notice to Seller; (ii) cure such Title Objections at its own expense and proceed to Settlement with no reduction in the Purchase Price; or (iii) waive such Title Objections and proceed to Settlement, with no reduction in the Purchase Price. If Purchaser elects to terminate this Agreement, the Deposit shall be refunded in full to Purchaser and the parties shall have no further obligation or liability to one another, except for any liability pursuant to the indemnity provisions of Paragraphs 4D., 10 and 11.
Title and Survey Objections. A. Purchaser, at Purchaser’s sole cost and expense, shall obtain a current and accurate ALTA/NSPS survey of the Land and Seller’s Remaining Land (the “Survey”) signed and certified to Seller, Purchaser and the Title Company, by a licensed Massachusetts surveyor, and separately showing proposed boundaries of the Land and Seller’s Remaining Land for the Subdivision Plat (hereinafter defined), including complete legal descriptions of the Land and Seller’s Remaining Land (including the number of acres to the nearest 1/100th of an acre and the square feet contained therein). Purchaser shall deliver a copy of the Survey to Seller promptly after receipt by Purchaser.
Title and Survey Objections. (a) On or before the expiration of the Title and Survey Review Period, the Valero Member may object to any items related to the Commitment and Survey that could interfere with the anticipated use of the Real Property by the Company for the Business (a “Defect” ). If the Valero Member fails to object to any Defect by written notice to the Frontier Member and JML prior to expiration of the Title and Survey Review Period, the Valero Member shall be deemed to have elected not to object to such item. The Valero Member shall give the Frontier Member and JML written notice of its objections to a Defect (herein the “Title and Survey Objections” ) prior to expiration of the Title and Survey Review Period. All of the exceptions set forth on the Commitment or the Survey not objected to or which are deemed not objected to by the Valero Member on or before the expiration of the Title and Survey Review Period shall constitute the “Permitted Exceptions.”
