Title and Survey Objections Sample Clauses

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, or to cause the Company 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, or cause the Company to Remove, the Title Objections prior to Closing (other than Required Removal Items), Buyer shall have until the Closing Date to elect in writing, either to (a) Terminate this Agreement, and 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 Purchase Price.

Title and Survey Objections. Seller shall cause the Escrow Agent to issue to Purchaser a current standard commitment for an ALTA-Form B title insurance policy (the "Title Commitment"), naming Purchaser as the proposed purchaser of the Property and including copies of all documents and instruments noted on Schedule B thereto as encumbrances on title (collectively the "Title Commitment") as soon as reasonably possible and in any event within ten (10) days of the date hereof. 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 examination of the Title Commitment 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 existing or 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 shall be deemed to have been objected to by Purchaser, shall 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. 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. 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. 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. 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. 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.

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.” (b) If the Valero Member duly and timely objects to any Defect, the Valero Member may terminate this Agreement unless the Frontier Member or JML, prior to the Closing, agrees in writing to endeavor to cure the Valero Member’s objections to such Defect and in fact cures such item by the Closing (without any obligation on the part of the Frontier Member or JML to do so). In addition, the Valero Member shall have five (5) Business Days from receipt of any updates or continuations of the Commitment identifying new encumbrances to notify the Frontier Member and JML of any objections to any Defect not previously contained in the Commitment, in the same manner as provided above, and the Title and Survey Objection Period will be extended, to the extent necessary, so that the Title and Survey Objection Period ends not sooner than five (5) Business Days after the Valero Member’s receipt of any such update or continuation of the Commitment which identifies a new encumbrance. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Title and Survey Objections. A. Purchaser shall obtain a survey of the Property (the “Survey”), and an owner’s title insurance commitment (the “Title Commitment”) issued by Fidelity National Title Insurance Company (herein in this capacity referred to as the “Title Company”), committing to issue to Purchaser an owner’s title insurance policy in the amount of the Purchase Price, together with legible copies of all matters referred to therein as exceptions to title. On or before November 19, 2012 (the “Title Objection 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, 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. Purchaser acknowledges that the Covenant (as defined in Article III C), Subdivision Plat, Access Agreement, Berm Agreement, Signalization Funds Escrow Agreement, and Restrictive Covenant shall not be objectionable matters under this Article III. In the event that Purchaser does not send to Seller on or before the Title Objection 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 Title Objection 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 given on or before the Hard Date, to either (i) terminate this Agreement and receive a full refund of so much of the Deposit as is then held by Escrow Agent, 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) and the Broker 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). B. Purchaser shall have the right to...