Title and Survey. 4.1 Seller shall convey to Purchaser at closing good and marketable fee simple title in and to the Property free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Exceptions (as hereinafter defined) and insurable by a title insurance company reasonably acceptable to Purchaser, at then current rates under the ALTA Owner's Policy of Title Insurance with all standard printed exceptions deleted and without exception other than for the Permitted Exceptions. For the purposes of this Contract, the term "Permitted Exceptions" shall mean: (i) current city, state and county ad valorem taxes not yet due and payable; (ii) zoning and subdivision restrictions that do not prevent development of the Land for Purchaser's intended purposes; and (iii) easements for the installations or maintenance of public utilities that service only the Property provided same do not interfere with development and use of the Property by Purchaser. Seller shall undertake reasonable efforts to remove claims, liens and encumbrances (other than usual and customary tax assessments, mortgage pay-offs and like financial obligations which are to be deducted from Seller’s proceeds at Closing in the usual course) at Purchaser's request, but if such efforts are deemed unreasonably burdensome to Seller, Seller may advise Purchaser of its intent to not undertake curative efforts, and Purchaser may either terminate the Contract and receive its Xxxxxxx Money Second Deposit in full satisfaction of any and all claims against Purchaser, or accept title to the Property as so encumbered and proceed to closing, in which case such claims, liens and encumbrances shall be deemed to be Permitted Exceptions. Furthermore, Seller shall not establish any easements, covenants, or restrictions affecting the Property without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, after the Effective Date.
Appears in 5 contracts
Samples: Contract of Sale, Contract of Sale, Contract of Sale
Title and Survey. 4.1 Seller shall convey to Purchaser at closing good by limited warranty deed good, marketable and marketable fee simple insurable title in and to the Property free and clear of all claimsliens, liens leases, encumbrances, tenants, encroachments, restrictions, covenants, assessments, charges, agreements, taxes and encumbrances of any kind or nature whatsoever other than the Permitted Exceptions (as hereinafter defined) and insurable by a title insurance company reasonably acceptable to Purchasereasements, at then current rates under the ALTA Owner's Policy of Title Insurance with all standard printed exceptions deleted and without exception other than except for the Permitted ExceptionsTitle Exceptions determined in accordance with this Section 601. For The Permitted Title Exceptions shall include only the purposes of this Contract, the term "Permitted Exceptions" shall meanfollowing: (i) current city1999 state, state county and county municipal ad valorem taxes on the Property which are a lien but not yet due and payablepayable as of Closing; (ii) zoning and subdivision restrictions that do not prevent development of the Land for Purchaser's intended purposesLeases; and (iii) easements for the installations or maintenance of public utilities that service only serve and benefit the Property provided same Property, and slope and right-of-way easements for adjacent public rights-of-way which do not interfere with development and affect the use or value of the Property by Purchaser. Seller shall undertake reasonable efforts to remove claims, liens Property; and encumbrances (other than usual iv) the existing lien documents set forth in Exhibit "A" attached hereto provided that the amount secured thereunder does not exceed the amount set forth in Article 302; and customary tax assessments, mortgage pay-offs and like financial obligations which are to be deducted from Seller’s proceeds at Closing (v) the exceptions listed in Schedule B of the usual course) at Purchaser's request, but if such efforts are deemed unreasonably burdensome to Seller, Seller may advise Purchaser of its intent to not undertake curative efforts, and Purchaser may either terminate the Contract and receive its Xxxxxxx Money Second Deposit in full satisfaction of any and all claims against Title Insurance Commitment previously furnished Purchaser, or accept except for 1998 property taxes; however Permitted Title Exceptions shall not be deemed to include any matters occurring after the effective date of the aforesaid Title Insurance Commitment. Purchaser shall have the right to re-examine title to the Property as so encumbered on or immediately prior to the day of Closing. If such examination reveals any new defects or encumbrances, Purchaser may object thereto in writing on or before the date of Closing, and proceed to closing, in which case such claims, liens and encumbrances shall be deemed to be Permitted Exceptions. Furthermore, event Seller shall have up to five (5) days thereafter to cure same or Purchaser may cancel this Agreement and receive a full return of its Xxxxxxx Money. Seller agrees that it shall not establish any easements, covenants, or restrictions affecting voluntarily encumber title to the Property without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, after the Effective Datedate of final execution hereof.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Vinings Investment Properties Trust/Ga), Agreement of Purchase and Sale (Vinings Investment Properties Trust/Ga)
Title and Survey. 4.1 Seller Purchaser acknowledges receipt of a copy of (a) the existing title policy for each Real Property as provided in the Dataroom (collectively, the “Existing Policies”) and (b) an existing survey of each Real Property as provided in the Dataroom (collectively, the “Surveys”). Purchaser acknowledges that it has had sufficient opportunity to review the Existing Policies and the Surveys, and accepts the state of facts revealed therein, and agrees that except as set forth in Schedule 4.1, in no event may any matters disclosed in the Existing Policies or the Surveys constitute Title Objections, and shall in all instances constitute Permitted Exceptions. At the Closing, Sellers shall convey to and Purchaser at closing good and marketable shall accept fee simple title in and to, or with respect to the Property Ground Leased Properties, valid leasehold interest in, the Real Property, in each case, free and clear of all claims, liens and encumbrances of any kind or nature whatsoever Liens other than Permitted Exceptions; provided, however, in the event that at Closing the Real Property is encumbered by one or more Liens which are not Permitted Exceptions and (i) Seller is not obligated to remove such Liens under Section 4.5, (ii) the Title Company will neither remove such Liens as hereinafter defined) and insurable by an exception from any new or updated applicable title policy nor insure over such Liens in a title insurance company manner reasonably acceptable to Purchaser, at then current rates under the ALTA Owner's Policy of Title Insurance with all standard printed exceptions deleted and without exception other than for the Permitted Exceptions. For the purposes of this Contract, the term "Permitted Exceptions" shall mean: (i) current city, state and county ad valorem taxes not yet due and payable; (ii) zoning and subdivision restrictions that do not prevent development of the Land for Purchaser's intended purposes; and (iii) easements for the installations or maintenance of public utilities that service only the Property provided same such Liens do not interfere with development and use of the Property by Purchaser. Seller have a Material Adverse Effect, then either (1) Purchaser shall undertake reasonable efforts to remove claims, liens and encumbrances (other than usual and customary tax assessments, mortgage pay-offs and like financial obligations which are to be deducted from Seller’s proceeds at Closing in the usual course) at Purchaser's request, but if accept such efforts are deemed unreasonably burdensome to Seller, Seller may advise Purchaser of its intent to not undertake curative efforts, and Purchaser may either terminate the Contract and receive its Xxxxxxx Money Second Deposit in full satisfaction of any and all claims against Purchaser, or accept title to the Real Property but shall reserve its right to make a claim for breach of the representation under Section 3.1(d)(i) following the Closing in accordance with Article XI, or (2) if such Liens materially adversely affect the value or operations of the applicable Real Property or materially interfere with the current use thereof, Purchaser may elect, in its sole discretion but subject to the treatment of such Facility as so encumbered a Delayed Closing Property pursuant to Section 12.18, to exclude the applicable Facility and proceed all Property comprising or relating to closingsuch Facility from the transactions contemplated by this Agreement, in which case such claims, liens and encumbrances (w) the Purchase Price shall be deemed reduced by the portion of the Purchase Price allocable to be Permitted Exceptions. Furthermoresuch Facility, Seller (x) such Facility and such Property shall not establish any easementsbe transferred to Purchaser at the Closing, covenants(y) the OpCo Lease Agreement shall not include such Facility or Property, or restrictions affecting and (z) from and after the Property without the prior written consent Closing Date none of the Purchaser, Parties hereto shall have any claims against any other Party hereto in connection with such consent not to be unreasonably withheld, after the Effective DateFacility and such Property.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Hcp, Inc.), Purchase and Sale Agreement (Emeritus Corp\wa\)
Title and Survey. 4.1 (a) Prior to the Effective Date, the Title Company has delivered to Purchaser a preliminary title report for the Property (the “Title Commitment”) along with legible copies of each instrument listed as an exception therein (the “Title Exceptions”) and Seller has delivered the existing ALTA survey (the “Survey”) of the Land and Improvements. All such exceptions and matters set forth on Exhibit M-1 attached hereto, any exceptions referenced in the title proforma attached hereto as Exhibit M-2 and any exceptions or matters caused by or through Purchaser shall be “Permitted Exceptions”. Notwithstanding anything to the contrary herein, Seller shall convey to Purchaser remove at closing good and marketable fee simple title in and to the Property free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Exceptions (as hereinafter defined) and insurable by a title insurance company reasonably acceptable to Purchaser, at then current rates under the ALTA Owner's Policy of Title Insurance with all standard printed exceptions deleted and without exception other than for the Permitted Exceptions. For the purposes of this Contract, the term "Permitted Exceptions" shall mean: Closing (i) current cityany mortgage, state and county ad valorem taxes not yet due and payabledeed of trust or similar voluntary monetary lien affecting the Property; (ii) zoning any mechanic’s or similar liens for work performed at the Property and subdivision restrictions that do not prevent development caused by any acts or omissions of the Land for Purchaser's intended purposesPurchaser or any Purchaser Party; and (iii) easements for Taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing (individually and collectively, the installations or maintenance of public utilities that service only the Property provided same do not interfere with development and use of the Property by Purchaser“Seller Encumbrances”). Seller shall undertake be permitted to use the proceeds from the sale to effect such removal at Closing so long as the same does not prevent or delay the Title Company from issuing the Title Policy as required under Section 9.1.
(b) If after the Effective Date, the Title Company issues an update to the Title Commitment and such update to the Title Commitment discloses an additional Title Exception other than a Permitted Exception or a Seller Encumbrance (which Seller is required to discharge in accordance with this Section 4.7) or a title encumbrance caused by or through Purchaser (or any Purchaser Parties) or expressly approved by Purchaser in accordance with the terms of this Agreement, or if an update to the Survey discloses a material new issue not disclosed by or set forth on the Survey, that in either instance, in Purchaser’s commercially reasonable efforts good faith opinion materially adversely impacts title to remove claimsthe Property or the operation of the Hotel, liens then within three (3) Business Days of Purchaser’s receipt of such updated Title Commitment or the updated Survey, Purchaser may object to such new exception (and encumbrances any change in an existing exception) shown in the updated Title Commitment or new matter disclosed by the Updated Survey, by providing Seller with a written notice of such objections (the “Intervening Lien Objection Letter”), which notice shall contain a reasonably detailed explanation of such objections. If Purchaser does not deliver an Intervening Lien Objection Letter within the time period specified above, Purchaser shall be deemed to have accepted all exceptions contained in the updated Title Commitment and/or the Updated Survey (other than usual any Seller Encumbrances) and customary tax assessmentsall such exceptions and matters and shall also constitute Permitted Exceptions. In the event any such objections are timely made by Purchaser, mortgage pay-offs and like financial obligations which are Seller shall have the right, but not the obligation, exercisable by delivery of a notice to be deducted from Purchaser (the “Seller’s proceeds at Closing Response Notice”) within one (1) Business Day after receipt of Purchaser’s Intervening Lien Objection Letter (the “Seller’s Response Period”) to commit to cure (by removal or, if acceptable to Purchaser in its sole but good faith discretion, by endorsement or otherwise) such objections in the usual coursemanner specified in the Seller’s Response Notice within the time periods provided herein. The procurement by the Seller of a commitment for the issuance of a title policy or endorsement thereto (if acceptable to Purchaser in its sole but good faith discretion) at by the Title Company insuring Purchaser against the exception or other matter shall be deemed a cure of such exception or matter as long as the Title Company agrees to delete such exception or (if acceptable to Purchaser in its sole but good faith discretion) affirmatively insure over such exception. Except with respect to Seller Encumbrances, if there are objections timely made by Purchaser that Seller elects or is deemed to have elected not to cure, then Purchaser shall have the right, notwithstanding any other provision of this Agreement, within one (1) Business Day (such date, the “Outside Approval Date”) after the earlier of (i) receipt of Seller’s Response Notice or (ii) the expiration of the Seller’s Response Period to either (A) terminate this Agreement upon written notice to Seller whereupon this Agreement shall terminate, Escrow Company shall immediately return the Deposit to Purchaser's request, but if such efforts are deemed unreasonably burdensome to Seller, Seller may advise Purchaser the Parties shall each pay one-half the costs of its intent to not undertake curative effortsescrow, and Purchaser may either terminate neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Contract and receive its Xxxxxxx Money Second Deposit in full satisfaction of any and all claims against PurchaserSurviving Obligations, or (B) be deemed to have agreed to accept title to the Real Property subject to all exceptions to title set forth in the updated Title Commitment as so encumbered applicable, and all matters shown on the updated Survey, as applicable, other than those which Seller has expressly agreed to remedy in the manner set forth in Seller’s Response Notice (or is hereunder obligated to remove because such item constitutes a Seller Encumbrance) and proceed to closingClosing. If any such objections are not cured (or arrangements for such cure to be effective as of the Closing are not made) by Seller in the manner provided in Seller’s Response, in which case such claims, liens and encumbrances then Seller shall be deemed to be Permitted Exceptions. Furthermorein breach of this Agreement and Purchaser may as its only option, Seller shall not establish elect any easements, covenants, or restrictions affecting the Property without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, after the Effective Dateremedies set forth in Section 15.2.
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Hotel (Carey Watermark Investors Inc)
Title and Survey. 4.1 (a) Prior to the Effective Date, the Title Company has delivered to Purchaser a preliminary title report for the Property (the “Title Commitment”) along with legible copies of each instrument listed as an exception therein (the “Title Exceptions”) and Seller has delivered the existing ALTA survey for which Purchaser has ordered an update (the “Survey”) of the Unit and Improvements. All such exceptions and matters set forth on Exhibit M attached hereto, those matters disclosed by the Survey and any exceptions or matters caused by or through Purchaser shall be “Permitted Exceptions”. Notwithstanding anything to the contrary herein, Seller shall convey to Purchaser remove at closing good and marketable fee simple title in and to the Property free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Exceptions (as hereinafter defined) and insurable by a title insurance company reasonably acceptable to Purchaser, at then current rates under the ALTA Owner's Policy of Title Insurance with all standard printed exceptions deleted and without exception other than for the Permitted Exceptions. For the purposes of this Contract, the term "Permitted Exceptions" shall mean: Closing (i) current cityany mortgage, state and county ad valorem taxes not yet due and payabledeed of trust or similar voluntary monetary lien affecting the Property; (ii) zoning any mechanic’s or similar liens for work performed at the Property and subdivision restrictions that do not prevent development caused by any acts or omissions of the Land for Purchaser's intended purposesPurchaser or any Purchaser Party; and (iii) easements for Taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing (individually and collectively, the installations or maintenance of public utilities that service only the Property provided same do not interfere with development and use of the Property by Purchaser“Seller Encumbrances”). Seller shall undertake be permitted to use the proceeds from the sale to effect such removal at Closing so long as the same does not prevent or delay the Title Company from issuing the Title Policy as required under Section 9.1.
(b) If after the Effective Date, the Title Company issues an update to the Title Commitment and such update to the Title Commitment discloses an additional Title Exception other than a Permitted Exception or a Seller Encumbrance (which Seller is required to discharge in accordance with this Section 4.6) or a title encumbrance caused by or through Purchaser (or any Purchaser Parties) or expressly approved by Purchaser in accordance with the terms of this Agreement, or if an update to the Survey discloses a material new issue not disclosed by or set forth on the Survey, that in either instance, in Purchaser’s commercially reasonable efforts good faith opinion materially adversely impacts title to remove claimsthe Property or the operation of the Hotel, liens then within three (3) Business Days of Purchaser’s receipt of such updated Title Commitment or the updated Survey, Purchaser may object to such new exception (and encumbrances any change in an existing exception) shown in the updated Title Commitment or new matter disclosed by the updated Survey, by providing Seller with a written notice of such objections (the “Intervening Lien Objection Letter”), which notice shall contain a reasonably detailed explanation of such objections. If Purchaser does not deliver an Intervening Lien Objection Letter within the time period specified above, Purchaser shall be deemed to have accepted all exceptions contained in the updated Title Commitment and/or the updated Survey (other than usual any Seller Encumbrances) and customary tax assessmentsall such exceptions and matters and shall also constitute Permitted Exceptions and Exhibit M shall be deemed modified by such updated Title Commitment and/or updated Survey, mortgage pay-offs and like financial obligations which as applicable. In the event any such objections are timely made by Purchaser, Seller shall have the right, but not the obligation, exercisable by delivery of a notice to be deducted from Purchaser (the “Seller’s proceeds at Closing Response Notice”) within one (1) Business Day after receipt of Purchaser’s Intervening Lien Objection Letter (the “Seller’s Response Period”) to commit to cure (by removal or, if acceptable to Purchaser in its sole but good faith discretion, by endorsement or otherwise) such objections in the usual coursemanner specified in the Seller’s Response Notice within the time periods provided herein. The procurement by Seller of a commitment for the issuance of a title policy or endorsement thereto (if acceptable to Purchaser in its sole but good faith discretion) at by the Title Company insuring Purchaser against the exception or other matter shall be deemed a cure of such exception or matter as long as the Title Company agrees to delete such exception or (if acceptable to Purchaser in its sole but good faith discretion) affirmatively insure over such exception. Except with respect to Seller Encumbrances, if there are objections timely made by Purchaser that Seller elects or is deemed to have elected not to cure, then Purchaser shall have the right, notwithstanding any other provision of this Agreement, within one (1) Business Day after the earlier of (i) receipt of Seller’s Response Notice or (ii) the expiration of the Seller’s Response Period to either (A) terminate this Agreement upon written notice to Seller whereupon this Agreement shall terminate, Escrow Company shall immediately return the Deposit to Purchaser's request, but if such efforts are deemed unreasonably burdensome to Seller, Seller may advise Purchaser the Parties shall each pay one-half the costs of its intent to not undertake curative effortsescrow, and Purchaser may either terminate neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Contract and receive its Xxxxxxx Money Second Deposit in full satisfaction of any and all claims against PurchaserSurviving Obligations, or (B) be deemed to have agreed to accept title to the Real Property subject to all exceptions to title set forth in the updated Title Commitment as so encumbered applicable, and all matters shown on the updated Survey, as applicable, other than those which Seller has expressly agreed to remedy in the manner set forth in Seller’s Response Notice (or is hereunder obligated to remove because such item constitutes a Seller Encumbrance) and proceed to closingClosing. If any such objections are not cured (or arrangements for such cure to be effective as of the Closing are not made) by Seller in the manner provided in Seller’s Response, in which case such claims, liens and encumbrances then Seller shall be deemed to be Permitted Exceptions. Furthermorein breach of this Agreement and Purchaser may as its only option, Seller shall not establish elect any easements, covenants, or restrictions affecting the Property without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, after the Effective Dateremedies set forth in Section 15.2.
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Hotel (Carey Watermark Investors 2 Inc)
Title and Survey. 4.1 3.1 Upon Closing, Seller shall convey title to the Premises to Purchaser at closing good and marketable fee simple or Purchaser's nominee by delivery of its special warranty deed(s), in recordable form, conveying title in and subject only to the Property free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Exceptions (as hereinafter hereafter defined) and insurable by a title insurance company reasonably acceptable applicable with respect to Purchaserthe Real Estate.
3.2 As evidence of title, at then current rates under upon the ALTA Owner's Policy of Title Insurance with all standard printed exceptions deleted and without exception other than for the Permitted Exceptions. For the purposes Execution Date of this Contract, Purchaser shall order a title commitment ("Title Commitment") for title insurance from such title insurance company as Purchaser may designate ("Title Company") to issue to Purchaser at Closing an ALTA Owner's Title Insurance Policy on the term Real Estate in the amount of the Purchase Price ("Permitted Title Policy"). The cost of the Title Commitment and base Title Policy shall be borne by Seller, provided the cost does not exceed what Chicago Title Insurance Company would have charged for an industrial property with the same sale price, and any cost above that amount shall be borne by Purchaser. The cost of any other endorsements desired by Purchaser or its lender, shall be obtained by Purchaser at its expense but issuance thereof shall not be a condition of Closing. If Purchaser is unable to find a Title Company that is willing to issue a Title Commitment or Title Policy, Purchaser shall nonetheless be required to proceed to Cl Commitment or Title Policy shall not be a condition of Closing.
3.3 If the Title Commitment shows that title to the Real Estate is encumbered by matters that materially and adversely affect the use or value of the Real Estate (other than the permitted exceptions listed in Exhibit B), Purchaser shall give written notice thereof to Seller no later than the thirty (30) days after the date of this Contract of five (5) days after receipt of the Title Commitment, whichever is earlier, and such item(s) shall be referred to as "Unpermitted Exception(s)". Notwithstanding the foregoing, Purchaser shall have no right to object to matters done or suffered by Purchaser under the Lease and such matters, if any, shall not be considered Unpermitted Exceptions" shall mean. If Seller fails to elect in writing, given no later than 5 days after receipt before Closing, Purchaser may as its sole and exclusive remedy elect, by written notice given no later 3 business days after the expiration of the aforesaid 5 day period, to: (i) current citywaive such exception and proceed with the Closing, state whereupon Purchaser shall accept Seller's deed subject to the Unpermitted Exceptions, without reduction of or adjustment to the Purchase Price, and county ad valorem taxes not yet due and payable; such Unpermitted Exception shall become a Permitted Exception, (ii) zoning and subdivision restrictions that do not prevent development deduct from the Purchase Price the cost of the Land for Purchaser's intended purposes; and (iii) easements for the installations discharging or maintenance insuring over Unpermitted Exceptions of public utilities that service only the Property provided same do not interfere with development and use of the Property by Purchaser. Seller shall undertake reasonable efforts to remove claimsan ascertainable amount, liens and encumbrances (other than usual and customary tax assessments, mortgage pay-offs and like financial obligations which are to be deducted from Seller’s proceeds at Closing in the usual course) at Purchaser's request, but if such efforts are deemed unreasonably burdensome to Seller, Seller may advise Purchaser of its intent to not undertake curative efforts, and Purchaser may either terminate the Contract and receive its Xxxxxxx Money Second Deposit in full satisfaction of any and all claims against Purchaser, or accept title to the Property as so encumbered and proceed to closing, in which case such claims, liens and encumbrances shall be deemed to be Permitted Exceptions. Furthermore, Seller shall not establish any easements, covenants, or restrictions affecting the Property without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, after the Effective Date.or
Appears in 1 contract
Samples: Industrial Building Lease Amendment
Title and Survey. 4.1 Seller shall convey Title; Deed. Prior to Purchaser at closing good and marketable fee simple title in and to the Property free of all claimsClosing, liens and encumbrances of any kind or nature whatsoever other than the Permitted Exceptions (as hereinafter defined) and insurable by a title insurance company reasonably acceptable to Purchaser, at then Purchaser's cost, shall obtain a commitment for an Owner's Policy of Title Insurance (the "Commitment") issued by Chicago Title Insurance Company (the "Title Company") and dated as of a current rates under date, pursuant to which the Title Company shall commit to issue to Purchaser an ALTA Owner's Policy of Title Insurance in the amount of the Purchase Price, with all standard printed exceptions deleted and without exception other than for General Exceptions of Schedule B of the Permitted Exceptions. For title policy form deleted, insuring in Purchaser marketable fee simple title to the purposes of this ContractPremises, subject only to the term "Permitted Exceptions" as defined below. From the proceeds of sale, Seller shall mean: pay for or reimburse Purchaser for the cost of such policy at Closing. At the Closing, and as a condition to Purchaser's obligations under this Agreement, the Title Company shall deliver or irrevocably commit to delivery to Purchaser the policy of title insurance in accordance with the Commitment. At Closing, Seller will convey the Premises to Purchaser by transferable and recordable limited warranty deed, conveying marketable title to Purchaser, or its nominee, free and clear of all defects, liens, claims encumbrances, easements, restrictions, covenants, conditions, encroachments, assessments (igeneral or special) or any other exceptions, including but not limited to the printed General Exceptions of Schedule B of the title policy form, except for the following (the "Permitted Exceptions"):
(a) all legal highways.
(b) Zoning, building and other laws, ordinances, codes and regulations that do not materially adversely affect the current cityuse of the Property.
(c) Easements, state rights-of-way, covenants and county ad valorem restrictions of record, to the extent that such easements, right-of-way, covenants and restrictions do not interfere with, obstruct, or otherwise impair, in Purchaser's sole judgment, Purchaser's current or intended future use and enjoyment of the Property or Purchaser's plans for the future development of the Property;
(d) Installments of real estate taxes and assessments which are a lien upon the Premises, but not yet due and payable; and
(iie) zoning Any mortgage assumed by Purchaser. Any mortgage or other monetary lien on the Property not assumed by Purchaser is to be discharged and subdivision restrictions that do not prevent development paid by Seller at the time of Closing. If funds are disbursed as set forth in Section 2.2, it shall be Purchaser's obligation hereunder to obtain releases of the Land for security interests held on the Property or any part thereof by Mid-States Development Company or Xxxxxx-Xxxxxxxxx Realty, Inc.
4.2 Survey. Prior to Closing, Purchaser, at Purchaser's intended purposes; cost, shall obtain such survey ("Survey") as is reasonably necessary to cause the title insurer to delete the survey exception from the title insurance policy and (iii) easements for to satisfy the installations or maintenance requirements of public utilities that service only Purchaser's lender, if any, certified to Purchaser, the Property provided same do not interfere Title Company and Purchaser's lender, if any, showing all improvements, easements, roads, highways, and other restrictions affecting the Property.
4.3 U.C.C. Searches. Prior to Closing, Purchaser, at Purchaser's cost, shall obtain current searches of all Uniform Commercial Code financing statements filed with development the Secretary of State of Ohio and use the County Recorder's Office in Xxxxxxxxxx County, Ohio against Seller and against all prior owners of the Property by Purchaserduring the past six (6) years. Seller Such searches shall undertake reasonable efforts to remove claimsreveal that there are no claims or liens against any of those parties encumbering the Property. If claims or liens are revealed that do or could encumber the Property, liens then the cure and encumbrances (other than usual and customary tax assessments, mortgage pay-offs and like financial obligations which are to be deducted from Seller’s proceeds at Closing in the usual course) at Purchaser's request, but if such efforts are deemed unreasonably burdensome to Seller, Seller may advise Purchaser of its intent to not undertake curative efforts, and Purchaser may either terminate the Contract and receive its Xxxxxxx Money Second Deposit in full satisfaction of any and all claims against Purchaser, or accept title to the Property as so encumbered and proceed to closing, in which case such claims, liens and encumbrances termination election provisions set forth below shall be deemed to be Permitted Exceptions. Furthermore, Seller shall not establish any easements, covenants, or restrictions affecting the Property without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, after the Effective Dateapply.
Appears in 1 contract
Title and Survey. 4.1 Seller shall convey to Purchaser at closing good and marketable fee simple title in and to the Property free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Exceptions (as hereinafter defined) and insurable by a title insurance company reasonably acceptable to Purchaser, at then current rates under the ALTA Owner's Policy of Title Insurance with all standard printed exceptions deleted and without exception other than for the Permitted Exceptions. For the purposes of this Contract, the term "Permitted Exceptions" shall mean: (i) current city, state and county ad valorem taxes not yet due and payable; (ii) zoning and subdivision restrictions that do not prevent development of the Land for Purchaser's intended purposes; and (iii) easements for the installations or maintenance of public utilities that service only the Property provided same do not interfere with development and use of the Property by Purchaser. Seller shall undertake reasonable efforts to remove claims, liens and encumbrances (other than usual and customary tax assessments, mortgage pay-offs and like financial obligations which are to be deducted from Seller’s proceeds at Closing in the usual course) at Purchaser's request, but if such efforts are deemed unreasonably burdensome to Seller, Seller may advise Purchaser of its intent to not undertake curative efforts, and Purchaser may either terminate the Contract and receive its Xxxxxxx Money Second Deposit in full satisfaction of any and all claims against Purchaser, or accept title to the Property as so encumbered and proceed to closing, in which case such claims, liens and encumbrances shall be deemed to be Permitted Exceptions. Furthermore, Seller shall not establish any easements, covenants, or restrictions affecting the Property without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, after the Effective Date.
Appears in 1 contract
Samples: Contract of Sale
Title and Survey. 4.1 (a) Seller shall convey shall, within five (5) business days after the Effective Date, deliver or make available to Purchaser at closing good and marketable fee simple title in and to Buyer for its review copies of the Property free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Exceptions (as hereinafter defined) and insurable by a title insurance company reasonably acceptable to Purchaser, at then current rates under the ALTA Owner's Policy of Title Insurance with all standard printed exceptions deleted and without exception other than for the Permitted Exceptions. For the purposes of this Contract, the term "Permitted Exceptions" shall meanfollowing documents: (i) current cityexisting title reports or policies in Seller’s possession in connection with each Property, state and county ad valorem taxes not yet due and payable; (ii) zoning and subdivision restrictions that do not prevent development of the Land an existing ALTA survey, boundary survey and/or site plan in Seller’s possession for Purchaser's intended purposes; and each Property, (iii) easements for the installations or maintenance of public utilities that service only the Property provided same do not interfere with development any leases in Seller’s possession affecting each Property, (iv) existing environmental reports in Seller’s possession affecting each Property, and use (v) insurance policies affecting each Property. Within fifteen (15) days of the Property Effective Date, Buyer shall obtain a current preliminary title report from Title Company covering title to the Property, together with full and legible copies of all supporting documents and promptly upon receipt of same by Purchaserthe Title Company shall provide Seller a copy of the title report and supporting documents. Seller shall undertake reasonable efforts to remove claims, liens and encumbrances (other than usual and customary tax assessments, mortgage pay-offs and like financial obligations which are to be deducted from Seller’s proceeds at Closing in the usual course) at Purchaser's request, but if such efforts are deemed unreasonably burdensome to Seller, Seller Buyer may advise Purchaser of its intent to not undertake curative efforts, and Purchaser may either terminate the Contract and receive its Xxxxxxx Money Second Deposit in full satisfaction disapprove of any and all claims against Purchaser, or accept exceptions to title to the Property and to provide Seller with notice thereof in writing prior to the expiration of the Due Diligence Period. Upon receipt of Buyer’s notice to Seller disapproving exceptions to title pursuant hereto, Seller shall notify Buyer whether Seller intends to remove or insure over such disapproved exceptions prior to Closing. If Seller notifies Buyer that it intends to so eliminate or insure over such disapproved exceptions, Seller shall do so on or before the Closing Date. If Seller indicates to Buyer in writing that it does not intend to remove or insure over one or more of such disapproved exceptions, then such Property shall be considered a Defect Property, removed from the final list of Properties for closing purposes, and the Purchase Price shall be adjusted as so encumbered and proceed described in Section 3(b) above. If Buyer fails to closingnotify Seller of its disapproval of any exception to title to a Property in writing prior to the expiration of the Due Diligence Period, in which case such claims, liens and encumbrances then Buyer shall be deemed to accept the Property subject to such exception, and the same shall be considered a “Permitted Exception” as set forth in Section 6(c) below. Seller shall be obligated to remove objections of a definite or ascertainable dollar amount (provided that Seller’s refusal to do so with respect to a Property shall not be deemed a default, but shall result in said Property being treated as a Defect Property pursuant to Section 3(b) above) and all other exceptions caused by Seller’s actions and not reflected on the Existing Title Reports. The Title Company shall issue a standard ALTA 2006 owner’s policy at the Closing insuring fee title in Buyer subject only to the Permitted Exceptions, standard preprinted conditions and stipulations, general exceptions and exclusions from coverage contained in the standard ALTA 2006 owner’s policy (the “Title Policy”). Furthermore, Seller shall not establish any easements, covenants, or restrictions affecting the Property without the prior written consent The cost of the PurchaserOwner’s Title Insurance Policy premiums, such consent not endorsements and search fees shall be Seller’s responsibility at closing (subject to Seller’s Title and Transfer Tax Cap, as defined in Article 9 below, and Seller’s right to amortize its costs into Walgreens Lease rent set forth in Article 9 below). The Title Commitment shall be unreasonably withheldconclusive evidence of good title as therein shown as to all matters insured by the Title Policy, after subject only to the Effective Dateexceptions as therein stated.
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Samples: Purchase and Sale Agreement (Cole Credit Property Trust V, Inc.)