Common use of Title and Survey Objections Clause in Contracts

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 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. The removal or cure of any Title Defect shall be evidenced by an endorsement to, or revision of, the Commitment and/or a revision of the Survey that shows such Title Defect to be cured or removed and which is reasonably acceptable to the Purchaser. If at anytime prior to the Closing, the Purchaser shall update the Commitment and such Commitment discloses any new liens, encumbrances or other matters that are not Permitted Exceptions or if the initial Purchaser’s Title Defect Statement is based on matters shown on the Existing Survey and the Survey discloses new matters not reflected in the Existing Survey (in each case, a “New Title Defect(s)”) and any New Title Defect is unacceptable to the Purchaser, Purchaser may, at any time within five (5) calendar days after receiving such updated Commitment or Survey, as the case may be, deliver to the Seller another objection statement with respect to any New Title Defect and the process described in this Paragraph 6 shall apply thereto. Upon any such termination by the Purchaser, the Deposit shall be immediately returned to the Purchaser and each party shall be released from all duties and obligations under this Agreement, except as otherwise provided in this Agreement. The Closing Date shall be extended to the extent necessary to allow for the time periods provided in this Paragraph 6.

Title and Survey Objections. Within ten (10) calendar days Purchaser shall have the right to object to any exceptions to the Title Commitment or matters shown on any ALTA survey of the Effective Date Real Property (the “Survey”) that Purchaser may elect to obtain, at Purchaser’s sole cost and expense, by giving written notice to Seller no later than the expiration of the Inspection Period, stating the matters to which Purchaser objects and the reasons therefor. Seller shall provide to the Title Company at Closing an affidavit(s) (the “Seller’s Affidavits”) in the form attached hereto as Exhibit I. In addition, Purchaser agrees that it shall not object to any of the following matters: (A) liens for unpaid real estate or personal property taxes or assessments and water rates, water meter charges, sewer taxes, rents and charges, if any, provided that such items are paid in full by Seller and released of record on or before Closing to the satisfaction of the Title Company, or apportioned as provided in this Agreement; (B) zoning laws and regulations and ordinances, 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 proffers and similar conditions of municipal and other matters governmental authorities affecting title to the Property (“but not violations thereof); and (C) any liens, encumbrances or other defects or exceptions to title insurance coverage caused by Purchaser, by any of its affiliates, by any of their respective agents, employees, contractors or other representatives or by Seller, by its affiliates, or by any of their agents, employees or other representatives at Purchaser’s request or with Purchaser’s consent. 10 Seller shall be obligated to Cure all Mandatory Cure Items (hereinafter defined) at or prior to Closing. If any matter materially affecting title or the Survey and not disclosed in the Title Defect(s)”), and/or any other matters shown on Commitment arises or is first disclosed to Purchaser after the Commitment and/or Survey, together with legible copies of all documents and instruments enumerated in Schedule B expiration of the CommitmentInspection Period, 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 then 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 business days after obtaining knowledge thereof to object to such matter. Seller shall, within three (3) days after receipt of such written notice, notify Purchaser in writing of its election to Cure or not Cure such Purchaser’s objections, and if Seller elects to Cure any such other Purchaser’s objections, Seller shall use reasonable efforts to Cure such objections and shall provide Purchaser with a reasonably detailed description of the Cure to be undertaken, together with a description of the time frame in which such Cure is to be effected in accordance with Section 2.9.2 hereof. Seller’s receipt of the Title Defect Statement failure to review the Title Defect Statement and timely notify Purchaser as west forth above shall be deemed an election not 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 removeCure. If the Seller fails elects not to timely deliver to the Purchaser a Seller’s Title Defect ResponseCure any such objections, the Seller shall cure and remove all Title Defects set forth in the Purchaser’s Title Defect Statement prior sole recourse shall be to the Closing. If the Seller’s Title Defect Response provides that any Title Defect delineated by the Purchaser in exercise 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 Agreement by providing written notice to 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 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. The removal or cure of any Title Defect shall be evidenced by an endorsement to, or revision of, the Commitment and/or a revision of the Survey that shows such Title Defect to be cured or removed and which is reasonably acceptable to the Purchaser. If at anytime prior to the Closing, the Purchaser shall update the Commitment and such Commitment discloses any new liens, encumbrances or other matters that are not Permitted Exceptions or if the initial Purchaser’s Title Defect Statement is based on matters shown on the Existing Survey and the Survey discloses new matters not reflected in the Existing Survey (in each case, a “New Title Defect(s)”) and any New Title Defect is unacceptable to the Purchaser, Purchaser may, at any time within five (5) calendar business days after receiving such updated Commitment of Seller’s election (or Surveydeemed election) not to cure the applicable objections, as the case may be, deliver to the Seller another objection statement with respect to any New Title Defect and the process described in this Paragraph 6 shall apply thereto. Upon any such termination by the Purchaser, which event (y) the Deposit shall be immediately returned to Purchaser, and (z) except as expressly provided for in this Agreement, neither Seller nor Purchaser shall have any further liability or obligation to the Purchaser and each party shall be released from all duties and obligations other under this Agreement. In the event Purchaser does not terminate this Agreement as provided under this Section 2.9.1, except such objections that Seller elected not to Cure shall become Permitted Exceptions hereunder. For purposes of this Section 2, the term “Cure” shall mean, at Seller’s election (i) the removal of such matter of record, (ii) the provision of information to the Title Company sufficient to remove such matter as otherwise provided a title exception in this Agreementthe Title Commitment, or (iii) the provision of a bond sufficient to cause the Title Company to remove such matter from the Title Commitment. The Closing Date term “Permitted Exceptions” shall be extended mean (i) the items set forth in subparagraphs (A) through (C) above, (ii) all matters of record and all matters disclosed on the Survey which are not timely objected to by Purchaser as provided above or which are timely objected to but such objection is thereafter waived by Purchaser, and (iii) any matters which become Permitted Exceptions pursuant to Section 2.9.2 below, but shall specifically exclude the extent necessary to allow for Mandatory Cure Items. The term “Mandatory Cure Items” shall mean (i) any mortgage or deed of trust lien, (ii) any mechanics’ or materialmen’s lien, (iii) any lien securing a monetary amount and (iv) any non-monetary Encumbrance becoming of record from and after the time periods provided effective date of the Title Commitment, in this Paragraph 6each case, affecting the Property or any portion thereof.

Title and Survey Objections. Within ten (10a) calendar days In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Capital I Real Property that is unacceptable to Inland, or (ii) any exceptions appear in the Title Commitment that are unacceptable to Inland, Inland shall notify Capital I in writing of the Effective Date of this Agreement, the Purchaser shall deliver to the Seller a written statement such facts (“Inland’s Title Defect StatementObjections”) delineating any objections that not later than 5:00 p.m. Central Time upon the Purchaser may have to any exceptionsdate which is the later of October 29, easements, encumbrances, interests, 2004 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 business days after Seller’s receipt the date Inland has received delivery of both the Survey and Title Commitment (the “Title Approval Period”) but in no event later than the expiration of the Inspection Period. Upon the expiration of the Title Defect Statement Approval Period, except for Inland’s Title Objections, Monetary Liens (as hereafter defined), and any other matters arising subsequent to review the date of the Survey and Title Commitment, Inland shall be deemed to have accepted the Survey, the Title Defect Statement Commitment and all matters shown or addressed therein, including, without limitation, any easement, right of way, encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant, exception or other matter with respect thereto (collectively, the “Approved Title Matters”). (b) Notwithstanding anything to notify the Purchasercontrary contained herein, in writing, (“Seller’s Title Defect Response”) which, if any, except for any Monetary Liens and any matters created by Capital I after the date of the Title Defects the Seller does not intend Commitment, Capital I shall have no obligation to cure take any steps or remove. If the Seller fails bring any action or proceeding or otherwise to timely deliver incur any effort or expense whatsoever to the Purchaser a Sellereliminate or modify any of Inland’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 DefectObjections; provided, however, the Purchaser shall have the right Capital I, at its sole option, may attempt to deduct from the Purchase Price funds necessary eliminate or modify all or a portion of Inland’s Title Objections 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 Inland’s reasonable satisfaction prior to the Closing Date. In the Purchaser may elect event Capital I is unable or unwilling to either; (i) approve the Commitment and Survey and accept title attempt to eliminate or modify all of Inland’s Title Objections to the Property subject reasonable satisfaction of Inland, Capital I shall provide written notice thereof 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. The removal or cure of any Title Defect shall be evidenced by an endorsement to, or revision of, the Commitment and/or a revision of the Survey that shows such Title Defect to be cured or removed and which is reasonably acceptable to the Purchaser. If at anytime prior to the Closing, the Purchaser shall update the Commitment and such Commitment discloses any new liens, encumbrances or other matters that are not Permitted Exceptions or if the initial Purchaser’s Title Defect Statement is based on matters shown on the Existing Survey and the Survey discloses new matters not reflected in the Existing Survey (in each case, a “New Title Defect(s)”) and any New Title Defect is unacceptable to the Purchaser, Purchaser may, at any time Inland within five (5) calendar business days after receiving such updated Commitment of its receipt of Inland’s Title Objections (“Capital I’s Notice”). Inland may thereafter elect to close notwithstanding Inland’s Title Objections (in which case Capital I shall have no liability to eliminate or Surveymodify, and Inland shall take the Capital I Property subject to Inland’s Title Objections) or Inland may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Capital I, in which event neither party shall have any obligation hereunder other than the Surviving Obligations and Inland shall be entitled to return all of the Xxxxxxx Money, including any portion thereof that may have been designated as the case may beBreakup Fee. Capital I shall cause all mortgages, deliver deeds of trust and monetary liens (including liens for delinquent taxes, mechanics’ liens and judgment liens) affecting the Capital I Property and all indebtedness secured thereby (the “Monetary Liens”) to be satisfied, released and discharged of record on or prior to the Seller another objection statement with respect to any New Title Defect and the process described in this Paragraph 6 shall apply thereto. Upon any such termination by the Purchaser, the Deposit shall be immediately returned to the Purchaser and each party shall be released from all duties and obligations under this Agreement, except as otherwise provided in this Agreement. The Closing Date shall be extended to the extent necessary to allow for the time periods provided in this Paragraph 6Date.

Title and Survey Objections. Within ten (10) calendar days of At the Effective Date of this AgreementClosing, the Purchaser Seller shall deliver to the Title Company an Owner's Affidavit executed by Seller in the form attached hereto as Exhibit C and made a written statement (“part hereof. Purchaser acknowledges that Purchaser has reviewed the 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. Purchaser and Seller agree that, (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 except for Monetary Liens and any matters arising subsequent 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 effective date of the Title Defect Statement to review the Title Defect Statement Commitment 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 Date that were not created by or through the acts of Purchaser, Purchaser may elect waives any objections to either; (i) approve the Title Commitment and Survey and accept agrees that the matters set forth on Exhibit D attached hereto and made a part hereof shall be Permitted Encumbrances; provided, that Seller, at its sole cost and expense, causes the Title Company to issue the endorsement stated on Exhibit D with respect to that certain 20.00' private access easement referenced on Book 109 of Parcel Maps, Page 94. Provided that any exceptions that appear on the Title Commitment as of the date hereof and are not listed on Exhibit D are removed from the Title Commitment or the Title Company agrees to provide title insurance with respect thereto in a form acceptable to the Property subject Purchaser in .its sole discretion, Purchaser hereby withdraws and waives all of Purchaser's Title Objections and Purchaser shall have no further right to object 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, matters except for Monetary Liens and any special assessments or deferred or delinquent real estate taxes, or (ii) terminate this Agreement. If matters arising subsequent to the Seller fails to cure or remove any effective date of the · Title Defect delineated by the Purchaser in its Title Defect Statement which the Seller is obligated to cure or remove as provided herein Commitment and prior to the Closing Date that were not created by or through the Purchaser may elect acts of Purchaser. In addition, all matters arising from the Record of Survey are deemed Approved Title Matters. Finally, Section 4.3(c) of the Purchase Agreement is deleted in its entirety and replaced with the following: (c) If at any time prior to either; (i) approve the Closing Date, any update to the Title Commitment discloses any additional item that is not a Permitted Encumbrance or Approved Title Matter and Survey and accept that adversely affect title to the Property subject Property, that Purchaser disapproves by written notice to any Seller, in its sole discretion (each, a "New Exception"), such uncured Title Defect; provideditem shall constitute a title objection and shall be removed by Seller or, howeverat Purchaser's sole option, insured by endorsement at Seller's expense, or Purchaser may terminate this Agreement or use proceeds at Closing to remove said additional items. Notwithstanding the provisions of Section 6.1 of this Agreement to the contrary, if requested by Seller, 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. The removal or cure of any Title Defect shall be evidenced by an endorsement to, or revision of, the Commitment and/or a revision of the Survey that shows such Title Defect to be cured or removed and which is reasonably acceptable to the Purchaser. If at anytime prior to the Closing, the Purchaser shall update the Commitment and such Commitment discloses any new liens, encumbrances or other matters that are not Permitted Exceptions or if the initial Purchaser’s Title Defect Statement is based on matters shown on the Existing Survey and the Survey discloses new matters not reflected in the Existing Survey (in each case, a “New Title Defect(s)”) and any New Title Defect is unacceptable to the Purchaser, Purchaser may, at any time within five (5) calendar days after receiving such updated Commitment or Survey, as the case may be, deliver to the Seller another objection statement with respect to any New Title Defect and the process described in this Paragraph 6 shall apply thereto. Upon any such termination by the Purchaser, the Deposit shall be immediately returned to the Purchaser and each party shall be released from all duties and obligations under this Agreement, except as otherwise provided in this Agreement. The Closing Date shall be extended to the extent necessary for ten (10) days to allow for the Seller reasonable time periods provided in this Paragraph 6to remove or cause the Title Company to insure by endorsement any New Exception."