Common use of Title Binder Clause in Contracts

Title Binder. On or before five (5) business days from the execution of this Agreement, Seller shall have delivered to Buyer a copy of its title commitment or policy for the Property (complete with copies of all exceptions to title), and within ten (10) business days after the receipt of same, Buyer shall secure a current title commitment (the "Title Binder") from the Title Company, and shall have until the Inspection Period Expiration Date (as hereinafter defined) to examine the condition of title, including the terms and provisions of all items and documents referred to in the Title Binder, and all information regarding title as disclosed on the Survey (hereinafter defined), and to approve or disapprove the same. If Buyer shall disapprove the condition of title, such disapproval shall be set forth in a notice given to Seller (the "Disapproval Notice") identifying the condition of title to the Property or any of the terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer (the "Title Objections"). Subject to the provisions of the succeeding portion of this Section 7.1, Seller shall have until the date which is ten (10) days after the date of the Disapproval Notice (the "Title Cure Expiration Date") in which to cure or eliminate all items which Buyer disapproves in the Disapproval Notice, and to furnish evidence satisfactory to Buyer and the Title Company that all such items have been cured or eliminated or that arrangements have been made with the Title Company and any parties in interest to cure or eliminate the same at or prior to the Closing. If Seller fails to remove any Title Objection in accordance with the provisions of the immediately preceding sentence, Buyer, nevertheless, may elect (at or prior to the Closing) to consummate the transaction provided for in this Agreement subject to any such Title Objection(s) as may exist as of the Closing with a credit against the Purchase Price equal to the sum necessary to remove any lien of a fixed or ascertainable amount . If Buyer shall not so elect, Buyer may terminate this Agreement by notice in writing to Seller, whereupon the Deposit shall be immediately refunded to Buyer, and this Agreement shall be null and void, and the parties hereto shall be relieved of all further obligations and liability under this Agreement.

Title Binder. On or before Within five (5) business days from the execution after Buyer's receipt of a fully executed copy of this Agreement, Seller shall have delivered to Buyer a copy of its title commitment or policy for the Property (complete with copies of all exceptions to title), and within ten (10) business days after the receipt of sameAgreement from Seller, Buyer shall secure a current title commitment (the "Title Binder") from the Title Company, and shall have until the Inspection Period Expiration Date (as hereinafter defined) to examine the condition of title, including the terms and provisions of all items and documents referred to in the Title Binder, and all information regarding title as disclosed on the Survey (hereinafter definedas defined in Section 7.3 below), and to approve or disapprove the same. If Buyer shall disapprove the condition of title, such disapproval shall be set forth in a written notice given to Seller (the "Disapproval Notice") on or before the Inspection Period Expiration Date (as defined in Section 7.3 below) identifying the condition of title to the Property Premises or any of the terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer (the "Title Objections"). Subject to the provisions of the succeeding portion of this Section 7.1, Seller shall have until the date which is ten (10) days after the date of the Disapproval Notice (the "Title Cure Expiration Date") in which to cure or eliminate all items which Buyer disapproves in the Disapproval Notice, and to furnish evidence satisfactory to Buyer and the Title Company that all such items have been cured or eliminated or that arrangements have been made with the Title Company and any parties in interest to cure or eliminate the same at or prior to the Closing. If Seller fails to remove any Title Objection in accordance with the provisions of the immediately preceding sentence, Buyer, nevertheless, may elect (at or prior to the ClosingClosing as its sole and exclusive remedy either (a) to consummate the transaction provided for in this Agreement subject to any such Title Objection(s) as may exist as of the Closing with a credit against the Purchase Price equal to the sum necessary to remove any lien Title Objection(s) of a fixed or ascertainable amount . If Buyer up to $100,000 (except there shall not so electbe no dollar limitation with respect to mortgage liens or liens hereafter created by Seller), Buyer may but with no other diminution of or adjustment to the Purchase Price, or (b) terminate this Agreement by notice in writing to Seller, whereupon the Deposit shall be immediately refunded to Buyer, and this Agreement shall be null and void, and the parties hereto shall be relieved of all further obligations and liability under this AgreementAgreement except as set forth in Section 7.4 below.

Title Binder. On or before five (5) business days from the execution of this AgreementSeller shall, Seller shall have delivered to Buyer a copy of its title commitment or policy for the Property (complete with copies of all exceptions to title)as soon as possible, and within not later than ten (10) business days after from the receipt of samedate hereof, Buyer shall secure cause to be furnished to Buyer, a current title commitment ALTA Commitment for an Extended Coverage ALTA Owners Policy of Title Insurance (the "Title Binder") from issued by the Title Company, and together with copies of all documents identified on the Title Binder as exceptions to the title. The Title Binder shall have until describe the Inspection Period Expiration Date Land identically with the Survey (as hereinafter defined) ), name Buyer as the party to examine be insured thereunder and commit to insure the condition of titleBuyer with indefeasible, including the terms good and provisions of all items and documents referred to marketable title in the full amount of the Purchase Price allocated to the Owned Property pursuant to the Asset Acquisition Statement. The Title BinderBinder shall list and identify by reference to volume and page, where recorded, all easements, rights-of-way and all information regarding title as disclosed on the Survey (hereinafter defined), and to approve other instruments or disapprove the same. If Buyer shall disapprove the condition of title, such disapproval shall be set forth in a notice given to Seller (the "Disapproval Notice") identifying the condition of matters affecting title to the Property Owned Property. Seller shall pay for the Title Binder and the Buyer's title policy. Seller shall pay for any endorsements to the title policy. With regard to the standard printed exceptions and other common exceptions generally included in Title Binders, (a) there shall be no exception in Buyer's title policy for "any lien, or any right to a lien, for services, or material heretofore or hereafter furnished, imposed by law and not shown by the public records," (b) the exception in Buyer's title policy for ad valorem taxes or special assessments shall reflect only taxes and special assessments for the current year and shall be annotated "Not yet due and payable," (c) the exception in Buyer's title policy for survey or "encroachments, overlaps, boundary line disputes, and other matters which would be disclosed by an accurate survey and inspection of the termspremises" shall be deleted, provisions (d) there shall be no exception in Buyer's title policy for "easements or contents claims of said items, documents easements not shown by the public records" or Survey which are disapproved by Buyer (the "Title Objections"). Subject to the provisions of the succeeding portion of this Section 7.1, Seller shall have until the date which is ten (10) days after the date of the Disapproval Notice (the "Title Cure Expiration Date") in which to cure or eliminate all items which Buyer disapproves in the Disapproval Noticelike, and to furnish evidence satisfactory to Buyer and the Title Company that all such items have been cured or eliminated or that arrangements have been made with the Title Company and any (e) there shall be no exception in Buyer's title policy for "rights of parties in interest to cure or eliminate possession not shown by the same at or prior to the Closing. If Seller fails to remove any Title Objection in accordance with the provisions of the immediately preceding sentence, Buyer, nevertheless, may elect (at or prior to the Closing) to consummate the transaction provided for in this Agreement subject to any such Title Objection(s) as may exist as of the Closing with a credit against the Purchase Price equal to the sum necessary to remove any lien of a fixed or ascertainable amount . If Buyer shall not so elect, Buyer may terminate this Agreement by notice in writing to Seller, whereupon the Deposit shall be immediately refunded to Buyer, and this Agreement shall be null and void, and the parties hereto shall be relieved of all further obligations and liability under this Agreementpublic records."

Title Binder. On or before Within five (5) business days from after the execution of this AgreementEffective Date, Seller shall have delivered furnish to Buyer Purchaser a copy of its title insurance commitment or policy for (the “Title Binder”) issued by the Title Company showing good, indefeasible title in fee simple to the Property (complete in Seller and committing to issue an ALTA Owner’s Title Policy to Purchaser, such Title Binder to specify all exceptions to title, including easements, liens, encumbrances, restrictions, conditions or covenants affecting the Property, together with copies of all such exceptions In the event any exceptions appear on the Title Binder that are not reasonably acceptable to titlePurchaser (referred to as “Objections”), and Purchaser shall notify Seller in writing of such Objections within ten five (105) business days after the Purchaser’s receipt of same, Buyer shall secure a current title commitment (the "Title Binder") from the Title Company, and shall have until the Inspection Period Expiration Date (as hereinafter defined) to examine the condition of title, including the terms and provisions of all items and documents referred to in the Title Binder, and all information regarding title as disclosed on the Survey (hereinafter defined), and to approve or disapprove the same. If Buyer shall disapprove the condition Purchaser does not so notify Seller of titleany Objections within said period, such disapproval all Objections shall be set forth in waived and Purchaser shall be deemed to have accepted the Title Binder. If Purchaser does so notify Seller of any Objections within said period, Seller may deliver a written notice given (a “Response”) to Purchaser within five (5) days after Seller’s receipt of the Objections, which Response shall state whether or not Seller shall cure the Objections (and the failure to provide such notice within five (5) days after Seller’s receipt of the Objections shall be deemed to constitute an election of Seller not to effect any such cure). In the event Seller is unable or unwilling to cure such title Objections prior to the Closing Date, Purchaser may either terminate this Contract by written notice to Seller and the Title Company within fifteen (the "Disapproval Notice") identifying the condition of title to the Property or any of the terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer (the "Title Objections"). Subject to the provisions of the succeeding portion of this Section 7.1, Seller shall have until the date which is ten (1015) days after the date Effective Date, or Purchaser shall be deemed to have accepted such title as Seller is able or willing to deliver and the contingency contained in this Article V shall be forever waived. In the event of termination of this Contract by Purchaser pursuant to the Disapproval Notice (terms of this Article V, the "Title Cure Expiration Date") in parties shall have no further rights or obligations hereunder, except for those which to cure expressly survive any such termination. At or eliminate all items which Buyer disapproves in the Disapproval Noticeafter closing, and to furnish evidence satisfactory to Buyer and Purchaser shall receive from the Title Company that all such items have been cured or eliminated or that arrangements have been made an ALTA Owner’s Title Policy in conformity with the Title Company and any parties in interest to cure or eliminate the same at or prior Binder (to the Closingextent approved by Purchaser) and including an exception for the Lease Agreement–11 Commerce. If Seller fails Those title exceptions in the Title Binder which the Purchaser has accepted or are deemed accepted by Purchaser pursuant to remove any Title Objection in accordance with the provisions of the immediately preceding sentence, Buyer, nevertheless, may elect (at or prior to the Closing) to consummate the transaction provided for in this Agreement subject to any such Title Objection(s) as may exist as of the Closing with a credit against the Purchase Price equal to the sum necessary to remove any lien of a fixed or ascertainable amount . If Buyer shall not so elect, Buyer may terminate this Agreement by notice in writing to Seller, whereupon the Deposit Article V shall be immediately refunded to Buyer, and this Agreement shall be null and void, and the parties hereto shall be relieved of all further obligations and liability under this Agreement“Permitted Exceptions”.

Title Binder. On or before five (5) business days from the execution of this Agreement, Seller shall have delivered to Buyer a copy of its title commitment or policy for the Property (complete with copies of all exceptions to title), and within ten (10) business days after the receipt of same, Buyer shall secure has obtained a current title commitment (the "“Title Binder"”) from the Title Company, and shall have until that date which is ten (10) days following the Inspection Period Expiration Effective Date (as hereinafter defined) to examine the condition of title, including the terms and provisions of all items and documents referred to in the Title Binder, and all information regarding title as disclosed on the Survey (hereinafter defined)Survey, and to approve or disapprove the samesame within such ten (10) day period (other than any Permitted Exceptions identified on Exhibit “C” attached hereto, to which Buyer shall have no right to object). If Buyer shall disapprove the condition of titletitle within the aforesaid ten (10) day period, such disapproval shall be set forth in a notice given to Seller (the "“Disapproval Notice"”) identifying the condition of title to the Property or any of the terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer (the "“Title Objections"”). Subject to the provisions of the succeeding portion of this Section 7.1, Seller shall have the right, but not the obligation, to cure such objection(s) in its sole and absolute discretion until the date which is ten (10) business days after the date Seller’s receipt of the Disapproval Notice (the "“Title Cure Expiration Date"”). Within five (5) in which to cure or eliminate all items which Buyer disapproves in the business days after receipt of Buyer’s Disapproval Notice, and Seller shall notify Buyer in writing whether Seller elects to furnish evidence satisfactory to Buyer and the Title Company that all such items have been cured or eliminated or that arrangements have been made with the Title Company and any parties in interest attempt to cure or eliminate the same at or prior such objection(s). Failure of Seller to the Closinggive such notice within said five (5)-business day period shall be deemed an election by Seller not to cure such objection(s). If Seller elects or is deemed to have elected not to cure any objection(s) specified in Buyer’s Disapproval Notice, Buyer shall have the following options, to be given by written notice to Seller within five (5) business days after Buyer’s receipt of Seller’s notice electing not to cure such objection(s) (or, if Seller fails to remove any Title Objection in accordance deliver such notice, within five (5) business days after the day on which Seller was required to deliver such notice): (i) to accept a conveyance of the Property subject to the matters Seller elects not to cure (but subject to the Permitted Exceptions identified on Exhibit “C”), or is deemed to have elected, not to cure (which such matter(s), together with the provisions matters disclosed on Exhibit “C” attached hereto shall thereafter, collectively be deemed to be “Permitted Exceptions”), without reduction of the immediately preceding sentence, Buyer, nevertheless, may elect Purchase Price; or (at or prior to the Closingii) to consummate the transaction provided for in this Agreement subject to any such Title Objection(s) as may exist as of the Closing with a credit against the Purchase Price equal to the sum necessary to remove any lien of a fixed or ascertainable amount . If Buyer shall not so elect, Buyer may terminate this Agreement by sending written notice in writing thereof to SellerSeller and Escrow Agent, whereupon and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be immediately refunded returned to Buyer, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for any obligations that expressly survive this Agreement shall Agreement. Notwithstanding anything to the contrary in the foregoing, at Closing, Seller will cause the Property to be null and voidreleased or otherwise discharged of record from the following: (i) all existing indebtedness of Seller secured by the Property, (ii) any liens on the Property for delinquent taxes or judgments against Seller, and the parties hereto shall (iii) any mechanics’ or similar liens for work performed by or on behalf of Seller or Seller’s general contractor ((i), (ii) and (iii) collectively, “Seller Liens”) and in no event will a Seller Lien be relieved a Permitted Exception. Without limitation of all further obligations and liability under Buyer’s rights in this Agreement, Buyer shall have the right to proceed to Closing with a reduction in the Purchase Price to discharge any outstanding Seller Liens at Closing.

Title Binder. On or before five Within fifteen (5) business days from the execution of this Agreement, Seller shall have delivered to Buyer a copy of its title commitment or policy for the Property (complete with copies of all exceptions to title), and within ten (1015) business days after the Buyer's receipt of samea fully executed copy of this Agreement from Seller, Buyer shall secure a current title commitment (the "Title Binder") from the Title Company, and shall have until the Inspection Review Period Expiration Date (as hereinafter defined) to examine the condition of title, including the terms and provisions of all items and documents referred to in the Title Binder, and all information regarding title as disclosed on the Survey (hereinafter defined), and to approve or disapprove the same. If Buyer shall disapprove the condition of title, such disapproval shall be set forth in a notice given to Seller (the "Disapproval Notice") identifying the condition of title to the Property or any of the terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer (the "Title Objections"). Subject to the provisions of the succeeding portion of this Section 7.1, Seller shall have until the date which is ten (10) days after the date of the Disapproval Notice (the "Title Cure Expiration Date") in which to cure or eliminate all items which Buyer disapproves in the Disapproval Notice, and to furnish evidence satisfactory to Buyer and the Title Company that all such items have been cured or eliminated or that arrangements have been made with the Title Company and any parties in interest to cure or eliminate the same at or prior to the Closing. If Seller fails to remove any Title Objection in accordance with the provisions of the immediately preceding sentence, Buyer, nevertheless, may elect (at or prior to the Closing) to consummate the transaction provided for in this Agreement subject to any such Title Objection(s) as may exist as of the Closing with a credit against the Purchase Price equal to the sum necessary to remove any lien Title Objection(s) of a fixed or ascertainable amount . If Buyer shall not so elect, Buyer may terminate this Agreement by notice in writing to Seller, whereupon the Deposit shall be immediately refunded to Buyeramount, and this Agreement Seller shall be null and void, and remain liable (which liability shall survive the parties hereto shall be relieved Closing) for the cost of all further obligations and liability under this Agreement.removing any such Title Objection in excess of the credit granted against the cash portion of the Purchase Price,

Title Binder. On or before five (5) business days from the execution of this Agreement, Seller shall have delivered to Buyer a copy of its title commitment or policy for the Property (complete with copies of all exceptions to title), and within ten (10) business days after the receipt of same, Buyer shall secure has secured a current title commitment (the "Title Binder") from the Title Company, and shall have until the Inspection Period Expiration Date (as hereinafter defineddefined in Section VII.(C) to examine the condition of title, including the terms and provisions of all items and documents referred to in the Title Binder, and all information regarding title as disclosed on the Survey (hereinafter defined), and to approve or disapprove the same. If Buyer shall disapprove the condition of title, such disapproval shall be set forth in a notice given to Seller (the "Disapproval Notice") identifying the condition of title to the Property or any of the terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer (the "Title Objections"). Subject to the provisions of the succeeding portion of this Section 7.1VII.A., Seller shall have until the date which is ten (10) days after the date of the Disapproval Notice (the "Title Cure Expiration Date") in which to cure or eliminate all items which Buyer disapproves in the Disapproval Notice, and to furnish evidence satisfactory to Buyer and the Title Company that all such items have been cured or eliminated or that arrangements have been made with the Title Company and any parties in interest to cure or eliminate the same at or prior to the Closing. If Seller fails to remove any Title Objection in accordance with the provisions of the immediately preceding sentence, Buyer, nevertheless, may elect (at or prior to the Closing) to consummate the transaction provided for in this Agreement subject to any such Title Objection(s) as may exist as of the Closing with a credit against the Purchase Price equal to the sum necessary to remove such Title Objection(s), and Seller shall remain liable (which liability shall survive the Closing) for the cost of removing any lien such Title Objection in excess of a fixed or ascertainable amount the credit granted against the cash portion of the Purchase Price, and Seller shall reimburse Buyer for any and all costs, claims, damages, obligations, liabilities and expenses (including, without limitation, reasonable legal fees and expenses) incurred by Buyer with respect to the Title Objection(s). If Buyer shall not so elect, Buyer may terminate this Agreement by notice in writing to Seller, whereupon the Deposit shall be immediately refunded to Buyer, and this Agreement shall be null and void, and the parties hereto shall be relieved of all further obligations and liability under this Agreement.

Title Binder. On Buyer has ordered, or before five (5) business days from the shall promptly order upon Seller's execution and delivery of this Agreement, Seller shall have delivered to Buyer a copy of its title commitment or policy for the Property (complete with copies of all exceptions to title), and within ten (10) business days after the receipt of same, Buyer shall secure a current title commitment (the "Title Binder") from the Title Company, and shall have until twenty (20) days from Buyer's receipt of the Inspection Period Expiration Date (as hereinafter defined) Title Binder and complete copies of all underlying documentation to examine the condition of title, including the terms and provisions of all items and documents referred to in the Title Binder, and all information regarding title and matters on the ground as disclosed on such survey of the Survey Premises as Buyer may secure (hereinafter definedthe "Survey"), and to approve or disapprove the same. If Buyer shall disapprove identifies any monetary liens or encumbrances or determines that any matters in the condition Title Binder would, in Buyer's sole but good faith judgment, materially or substantially impair or interfere with Buyer's intended use of titlethe Premises or subsequent disposition or development thereof, such disapproval shall be set forth in a notice given to Seller (the "Disapproval Notice") identifying the condition of title to the Property or any of the terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer (the "Title Objections"). Subject to the provisions of the succeeding portion of this Section 7.1Section, Seller shall have until the date which is ten (10) days after the date of the Disapproval Notice (the "Title Cure Expiration Date") in which to cure or eliminate all items which Buyer disapproves in the Disapproval Notice, and to furnish evidence satisfactory to Buyer and the Title Company that all such items have been cured or eliminated or that arrangements have been made with the Title Company and any parties in interest to cure or eliminate the same at or prior to the Closing. If Seller fails to remove any Title Objection in accordance with the provisions of the immediately preceding sentence, Buyer, nevertheless, Buyer nevertheless may elect (at or prior to the Closing) to consummate the transaction provided for in this Agreement subject to any such Title Objection(s) as may exist as of the Closing Closing, with a credit against the Purchase Price equal to in the sum full amount necessary to remove discharge any lien or other monetary encumbrance of a fixed or ascertainable amount amount. If Buyer shall not so elect, Buyer may terminate this Agreement by notice in writing to Seller, whereupon the Deposit shall be immediately refunded to Buyer, and this Agreement shall be null and void, and the parties hereto shall be relieved of all further obligations and liability under this Agreementobligations.