Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;
Title and Survey Review. Prior to the execution and delivery hereof, Seller has caused the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property dated with an effective date of June 7, 2016 (the “PTR”) and copies of all underlying title documents described in the PTR. Purchaser shall have until June 14, 2016 (the “Title Notice Date”) to provide written notice (the “Title Notice”) to Seller and Title Company of any matters shown on the PTR and/or the Updated Survey which are not satisfactory to Purchaser. If Seller has not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved the specific exceptions to title expressly provided in the PTR and all matters revealed in the Updated Survey, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreement. Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than June 17, 2016, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall be obligated to cure by Closing (by either having the same removed as an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be acceptable to Purchaser in its sole and absolute discretion) (“Seller’s Response”). If Seller does not deliver Seller’s Response prior to such date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Seller and Title Company terminating this Agreement as set forth in Section 5.4 above, or (ii) waive any such objection to the PTR and the Updated Survey (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof). If Seller and Title Company have not received Termination Notice from Purchaser by the Contingency Date, such failur...
Title and Survey Review. (a) Promptly after the Effective Date, Escrow Agent will deliver to Buyer and Seller a current title commitment on each Property (as may be updated, a “Commitment”) for the issuance to Buyer of an ALTA extended coverage owner’s policy of title insurance (the “Owner’s Policy”) for such Property, together with complete, legible copies of all requirement and exception documents referenced in each such Commitment.
(b) Promptly after the Effective Date, Buyer will cause a licensed surveyor to complete and deliver to Escrow Agent, Seller and Buyer a current, certified ALTA As-Built survey of each Property (each, a “Survey”).
(c) For each Property, Buyer will, by giving written notice (the “Title Notice”) to Seller and Escrow Agent prior to the expiration of the Study Period, either (i) approve the condition of title, or (ii) identify any matters set forth in the Commitment or the Survey for such Property to which Buyer objects (collectively, the “Objectionable Matters”). If no Title Notice for a Property is given by Buyer to Seller before the end of the Study Period, then Buyer shall be deemed to have disapproved of the condition of title for such Property and elected to terminate this Agreement as to such Property. Any such terminated Property will be treated as a “Removed Property” as provided in Section 5(c) above, with proportionate reductions in the Purchase Price and Deposit. If no Title Notice for any of the Properties is given by Buyer to Seller before the end of the Study Period, then Buyer shall be deemed to have elected to terminate this Agreement as to all the Properties, in which case the Deposit will immediately be paid by Escrow Agent to Buyer, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations.
(d) If a Title Notice identifies any Objectionable Matters, Seller will notify Buyer in writing (“Seller’s Title Response”) within five (5) business days after receiving the Title Notice whether Seller will cure those Objectionable Matters prior to the Closing Date in the manner requested by Buyer. If Seller does not agree to cure all the Objectionable Matters, then Buyer may elect, by giving written notice to Seller and Escrow Agent within five (5) business days after receiving Seller’s Title Response, to either (i) proceed with the acquisition of the subject Property notwithstanding the Objectionable Matters which Seller has not agreed to cure; (ii) terminate this Agreement a...
Title and Survey Review. Within fifteen (15) days after the receipt of the last of the Title Commitment, Recorded Documents and the Survey and subject to (i) through (v) of the Permitted Exceptions, as hereinafter defined, Buyer may notify Seller in writing of any exceptions or defects in the Title Commitment or Survey to which Buyer reasonably objects ("Title and Survey Objection(s)"). If Buyer does not so notify Seller of any Title and Survey Objection(s) within such time period, Buyer shall be deemed to have approved any exceptions and defects contained in the Title Commitment and Survey. If Buyer so notifies Seller of any Title and Survey Objections(s) within such time period, Seller shall, within ten (10) days after the receipt of Buyer's Title and Survey Objection(s) ("Cure Period"), deliver to Buyer written notice that either (i) Seller will at Seller's expense, correct or remove the Title and Survey Objection(s) or have the Title Company insure or endorse over the Title and Survey Objection(s), before the Closing Date, in a manner reasonably acceptable to Buyer, provided, however, as to those exceptions that may be removed at Closing by payment of money, Seller may have those exceptions removed at Closing by using the proceeds of the sale, or (ii) Seller is unwilling or unable to remove any such Title and Survey Objection(s) by the Closing Date. If Seller fails to give such notice, Seller shall be deemed to have elected not to remove any such Title and Survey Objection(s). In the event Seller gives or is deemed to have given notice that Seller is unwilling or unable to remove any such Title and Survey Objection(s) by the Closing Date, Buyer may, upon notice to Seller within five (5) days after the expiration of the Cure Period, (i) elect to terminate this Contract and Buyer and Seller shall have no further obligations under this Contract, except for those provisions which by their terms survive the termination of this Contract, and the Xxxxxxx Money shall be promptly returned to Buyer, or
Title and Survey Review. Bedford shall have until the later of (i) five (5) business days after receipt of the Title Commitment or (ii) five (5) business days after receipt of the Survey, to notify Seller of any Title Exceptions or Survey Matters that are not acceptable to Bedford (all such items shall be referred to as "Title and Survey Objections"). The failure of Bedford to provide timely written notice of Title and Survey Objections shall be deemed disapproval of all Title Exceptions and Survey Matters.
Title and Survey Review. Bxxxx’s obligation to purchase the Property is conditioned upon Bxxxx’s review and approval, in Bxxxx’s sole and absolute discretion, of title to the Property, as follows:
Title and Survey Review. Without limiting Section 4 hereof, Buyer may, at Buyer's discretion, disapprove of anything contained or referenced in the PTR, any of the PTR Exceptions, the Updated PTR, if any, the Survey and/or the Updated Survey, if any, by delivering written notice (the "Title Notice") thereof to Seller no later than fifteen calendar days prior to expiration of the Due Diligence Period. The Title Notice shall specify in detail the disapproved item(s) (the "Title Defect") along with Buyer's reasons for disapproving the item(s). Upon receipt of the Title Notice, Seller may, at its option, either: (i) notify Buyer in writing delivered to Buyer no later than five calendar days prior to expiration of the Due Diligence Period, that Seller intends to cure or otherwise remove from title the Title Defect prior to Closing; or (ii) notify Buyer in writing, delivered to Buyer no later than five calendar days prior to expiration of the Due Diligence Period, that Seller shall not or cannot cure or otherwise remove from title the Title Defect, in which event Buyer shall either elect to deliver the Acceptance Notice pursuant to Section 4(e) hereof, (in which event, Buyer shall be deemed to have rescinded the Title Notice as to the Title Defect), or be deemed to have terminated this Agreement pursuant to Section 4(e) hereof. Seller's failure to deliver either such notice to Buyer within the prescribed time period shall be deemed to be notice that Seller shall not or cannot cure or otherwise remove the Title Defect. If Seller fails to cure or remove from title any Title Defect that Seller has agreed to cure or remove prior to Closing, Seller shall not be deemed to be in default under this Agreement and Buyer's sole and exclusive remedy shall be the waiver of its rights with respect to the Title Defect or termination of this Agreement and refund of the Deposits pursuant to Section 7 hereof. As used in this Section 3, the term "remove" shall mean that Seller shall (i) take such actions as may be necessary to eliminate (of record or otherwise, as appropriate) the claim giving rise to the particular Title Defect, or (ii) cause the Title Company (as defined below) to remove the Title Defect as an exception to title in Buyer's Title Policy (as defined below) or to insure against the same.
Title and Survey Review. (a) Buyer shall have until the expiration of the Due Diligence Period to review each Commitment and Survey (including any update of each Survey obtained by Buyer) and to deliver to Seller written notice of any objections that Buyer may have to anything contained or set forth in, or disclosed by, each Commitment, Survey and any update to each Survey obtained by Buyer (any such objection, a “Title/Survey Objection”). If Buyer delivers written notice of any Title/Survey Objection on or before the expiration of the Due Diligence Period, then Seller shall, within ten (10) days after receipt of such notice from Buyer, deliver written notice to Buyer that: (i) Seller will cure or cause the Title Company to remove any such Title/Survey Objections; or (ii) Seller elects not to cause such items to be cured or removed. If Seller gives Buyer notice under clause (ii) of this Section 6.2(a), then Buyer shall have right to elect to either (x) proceed with this transaction and take title to the Properties subject to the Title/Survey Objections that Seller did not agree to cure, or (y) terminate this Agreement. Buyer shall make such election within five (5) business days from the date that Buyer receives Seller's notice that Seller will not cure one or more of the Title/Survey Objections. If Buyer elects to terminate this Agreement pursuant to this Section 4(b), then the Escrow Agent shall immediately deliver to Buyer the Xxxxxxx Money and all interest earned thereon, and thereafter neither party shall have any further rights or obligations hereunder, and each party shall bear its own costs incurred hereunder.
Title and Survey Review. In addition to the Survey, Purchaser may obtain a title insurance commitment at its expense (the “Title Commitment”) issued by a Title Company selected by Purchaser (the “Title Company”). Purchaser shall notify Seller during the Inspection Period of its objection to any matters of title (such objections being referred to as the “Title Exceptions”) and of its objection to any matters of survey (such objections being referred to as the “Survey Exceptions”). Seller shall notify Purchaser within fifteen (15) days after receipt of Purchaser’s notice whether it will be able to cure or remove the Title Exceptions and Survey Exceptions, as applicable. If Seller notifies Purchaser that it is unable or unwilling to cure or remove any Title Exceptions or Survey Exceptions, then Purchaser shall have the option to terminate this Agreement in accordance with the terms of Section 4 (Inspection Period) hereof. If Purchaser does not give such notice of termination prior to the expiration of the Inspection Period, Purchaser shall be deemed to have waived such Title Exceptions and Survey Exceptions.
Title and Survey Review. Prior to entering this contract, Buyer has had an opportunity to review a preliminary title commitment and Seller’s existing survey of the Property, and Buyer accepts the Property subject to all exceptions and matters contained therein.
