Title and Survey Objections. Buyer shall have until the Due Diligence Deadline to notify Seller in writing of any Title Objections. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or Survey. Seller shall notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove the Title Objections prior to Closing (other than Required Removal Items), Buyer shall have until the applicable Closing Date to elect in writing, either to (a) Terminate this Agreement, and thereafter the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Aggregate Purchase Price.
Title and Survey Objections. A. On or before June 10, 2004, Purchaser shall, at Purchaser’s expense and through a title agent selected by Purchaser, obtain from Commonwealth Land Title Insurance Company ( the “Title Company”), an owner’s title insurance commitment (the “Commitment”) together with legible copies of all matters referred to therein as exceptions to title. On or before June 24, 2004 (the “Out Date”), Purchaser shall deliver to Seller a statement of any objections to Seller’s title to the Property and any objections as to matters disclosed by the “Survey” (as hereinafter defined), and Seller shall have a reasonable time after Seller’s receipt of such statement (not to exceed five (5) days) within which to cure any such objections, but Seller shall have no obligation to cure any such objections. In the event that Purchaser does not send to Seller on or before the Out Date a statement of any title or survey objections, such failure conclusively shall be deemed to mean that Purchaser had no such objections and Purchaser shall not have the right to make any title or survey objections after the Out Date except as provided in Section III B hereof. In the event that Seller fails to cure such objections within such five (5) days, then Purchaser shall elect, by written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a full refund of the Deposit, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), or (ii) waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as above provided, then Purchaser shall be deemed to have elected to waive such objections as provided in the aforesaid item (ii). In no event will Purchaser have the right to object to, and in no event will Seller have any obligation to cure, any of the title or
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. Buyer shall order the Title Report within two (2) Business Days following receipt of the updated abstract of title to the Property from Seller. Buyer shall order the Survey not later than two (2) Business Days following the date of this Contract. Buyer shall deliver or cause to be delivered copies of the Title Report and the Survey to Seller promptly following Xxxxx’s receipt thereof. No later than ten (10) Business Days following the date hereof (the “Title Review Period”), Buyer shall notify Seller in writing (the “Title Objection Notice”) of any objections Buyer may have with respect to the Encumbrances disclosed by the Survey or the Title Report. All Encumbrances disclosed in the Title Report and/or Survey to which Buyer does not timely object in writing shall be deemed to be Permitted Encumbrances; however, Buyer shall be deemed to have timely objected to all Financing Encumbrances, and Seller covenants and agrees that all Financing Encumbrances shall be removed at or prior to Closing, whether by payment, pursuant to the Confirmation Order or otherwise. All Encumbrances which are not Financing Encumbrances and to which Buyer timely objects in writing are referred to herein as “Additional Encumbrances”. Within five (5) Business Days following receipt of the Title Objection Notice (the “Seller Response Date”), Seller shall notify Buyer in writing (“Seller’s Response”) of its election to either (i) cause each Additional Encumbrance to be removed from the Title Report on or before Closing (or, in the alternative, and subject to Buyer’s prior written consent, to have the Title Company commit to insure, at Seller’s cost and expense, against any and all loss or damage that may be occasioned by such Additional Encumbrance) or (ii) not so cause such Additional Encumbrance to be removed from the Title Report on or before Closing (or insured over). Seller’s failure to timely give Seller’s Election with respect to any particular Additional Encumbrance shall be conclusively presumed to be Seller’s election not to cause such Additional Encumbrance to be removed (or insured over). If Seller elects not to cause the removal of (or insurance over) any Additional Encumbrance, then Buyer may elect to either (a) proceed with the purchase of the Property on or before the Closing Date, subject to such Additional Encumbrances as Seller has elected not to remove, without any cause of action or claim against Seller (including any abatement or reduction in the Purchase Price) a...
Title and Survey Objections. Notwithstanding anything to the contrary contained in the Purchase Agreement, the parties hereby acknowledge and agree to the following:
(a) The first sentence of Section 3.5 of the Original Purchase Agreement shall be deleted in its entirety and replaced with the following: “At any time on or before expiration of the Due Diligence Period, Buyer shall have the right to approve or disapprove in Buyer’s sole and absolute discretion, title and survey to the Property and zoning for the Property, by providing written notice to Seller disapproving such matters for purposes of this Article 3 (“Disapproval Notice”).”
(b) Section 2.3 of the Original Purchase Agreement shall be deleted in its entirety and replaced with the following:
Title and Survey Objections. Within ten (10) calendar days of the Effective Date of this Agreement, the Purchaser shall deliver to the Seller a written statement (“Title Defect Statement”) delineating any objections that the Purchaser may have to any exceptions, easements, encumbrances, interests, or other matters affecting title to the Property (“Title Defect(s)”), and/or any other matters shown on the Commitment and/or Survey, together with legible copies of all documents and instruments enumerated in Schedule B of the Commitment, and the Survey, (either new or updated, as the case may be) in the respective forms specified in this Agreement. If the Survey has not been received by the Purchaser prior to the deadline for the delivery of the Purchaser’s Title Defect Statement, the Purchaser’s Title Defect Statement shall be prepared based on the matters shown on the Existing Survey. If Purchaser delivers a Title Defect Statement to the Seller, the Seller shall have five (5) calendar days after Seller’s receipt of the Title Defect Statement to review the Title Defect Statement and to notify the Purchaser, in writing, (“Seller’s Title Defect Response”) which, if any, of the Title Defects the Seller does not intend to cure or remove. If the Seller fails to timely deliver to the Purchaser a Seller’s Title Defect Response, the Seller shall cure and remove all Title Defects set forth in the Purchaser’s Title Defect Statement prior to the Closing. If the Seller’s Title Defect Response provides that any Title Defect delineated by the Purchaser in its Title Defect Statement will not be cured or removed by the Seller prior to the Closing the Purchaser may elect to either; (i) approve the Commitment and Survey and accept title to the Property subject to any such uncured Title Defect; provided, however, the Purchaser shall have the right to deduct from the Purchase Price funds necessary to satisfy outstanding construction, broker’s, mortgage-related or judgment liens, and any special assessments or deferred or delinquent real estate taxes, or (ii) terminate this Agreement. If the Seller fails to cure or remove any Title Defect delineated by the Purchaser in its Title Defect Statement which the Seller is obligated to cure or remove as provided herein prior to the Closing the Purchaser may elect to either; (i) approve the Commitment and Survey and accept title to the Property subject to any such uncured Title Defect; provided, however, the Purchaser shall have the right to deduct from the Purchase P...
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 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. 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 Xxxxx. 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 Xxxxx’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 excep tions and of the condition of title to the Property, and of all matters revealed by the Existing Survey and any Updated Survey.
