Title Commitment. A title commitment (“Title Commitment”) from a title company selected by the Seller to the Buyer’s approval (“Title Company”), together with a copy of each instrument, agreement or document listed as an exception to title in such Title Commitment;
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year p...
Title Commitment. Seller shall cause to be prepared and delivered to Purchaser on or before the Title Commitment Delivery Date:
(i) a current commitment for title insurance or preliminary title report (the "Title Commitment") issued by the Title Company, in the amount of the Purchase Price and on a ALTA Standard Form 1992 commitment, with Purchaser as the proposed insured, and (ii) copies of all documents of record referred to in the Title Commitment as exceptions to title to the Property.
Title Commitment. Seller hereby agrees that it shall not, after the Agreement Date, take any action affecting title to the Property (except for (i) New Leases and Modifications and memoranda thereof, (ii) utility, access, and other easements and/or licenses, provided that the same are normal and customary and consistent with Seller’s operation of the Property as of the Agreement Date, and (iii) actions effectuating the release of liens or encumbrances) unless consented to by Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than the date that is thirty-five (35) days after the Agreement Date (the period from the Agreement Date through the thirty-fifth (35th) day thereafter being referred to herein as the “Title Objections Period”), Purchaser shall, at Purchaser’s sole cost and expense, (a) cause the Title Company to issue to Purchaser a current commitment for an ALTA policy of leasehold title insurance and/or owner’s title insurance (as applicable) (the “Title Commitment”) setting forth the state of title to the MOB Sites and committing the Title Company to issue to Purchaser a leasehold policy of title insurance insuring Purchaser’s interest as tenant under the Ground Leases and/or an owner’s policy of title insurance insuring Purchaser’s interest in the MOBs (as applicable) in the amount of the Purchase Price and with such endorsements as Purchaser desires, (b) deliver a copy of the Title Commitment to Seller and cause the Title Company to deliver to Seller a copy of all title documents that are referred to in the Title Commitment, and (c) elect to have current “as-built” surveys of the MOBs and the MOB Sites performed, if Purchaser so desires. Seller shall prepare or cause to be prepared legal descriptions of the MOB Sites (collectively, the “Legal Descriptions”) based upon Seller’s most current surveys in Seller’s possession and/or existing subdivision plats of record for each MOB Site, as applicable, and shall deliver a copy of the Legal Descriptions to Purchaser. Once prepared by Seller and reasonably approved by Purchaser and the Title Company, the Legal Descriptions will be substituted for the depiction of the MOB Sites attached hereto as Exhibit 1.1(yy) and shall likewise be attached to the Ground Leases for the same purpose. Said Legal Descriptions shall be binding upon Seller and Purchaser and shall be deemed a part of this Agreement without the requirement of any further action by Seller or Purchaser.
Title Commitment. Within ten (10) days after the Inspection Commencement Date, Sellers will deliver to Buyer a copy of the Partnership's most recent title insurance policy with respect to the Real Property (the "EXISTING TITLE POLICY"), and Buyer, at Buyer's sole cost and expense, will cause the Title Agent to deliver to Buyer a Title Commitment (with a copy to Sellers) in an amount equal to the Purchase Price, with such affirmative assurances and endorsements as reasonably may be obtainable and requested by Buyer, and having an effective date subsequent to the Agreement Date. The Title Commitment will commit the Underwriter, upon satisfaction of the requirements set forth therein, to issue a Title Policy to the Partnership in the amount of the Purchase Price, subject only to the Permitted Exceptions. Within five (5) days of Buyer's receipt of the Title Commitment and Survey (but in any event not later than three (3) days prior to the Inspection Termination Date), Buyer will notify Sellers in writing (a "TITLE DEFECT NOTICE") of any title and/or survey defect(s) (the "TITLE DEFECTS") Buyer desires Sellers to cure. Sellers, at its sole option, may attempt to cure the Title Defects identified in the Title Defect Notice prior to the Inspection Termination Date (the "CURE PERIOD"), or Sellers may elect not to cure such Title Defects; provided, however, if the Title Commitment reveals the existence of a mortgage, lien, monetary judgment, security interest, past due tax or assessment or other similar encumbrance of a monetary nature against the Real Property (a "MONETARY LIEN" [Existing Loan is excluded from this definition if Buyer elects to maintain Existing Loan]), then Sellers shall pay any amount due in satisfaction of each such Monetary Lien. If one or more Monetary Liens have not been satisfied before the Closing Date, then Buyer and Escrow Agent may, at Buyer's option, satisfy such Monetary Liens at Closing from the proceeds of the Purchase Price. If Sellers elect not, or are unable, to cure such Title Defects during the Cure Period, Buyer may elect to terminate this Agreement, by written notice delivered to Sellers within three (3) days after Sellers have advised Buyer that they elect not, or are unable to cure, such Title Defects, and thereafter (i) this Agreement will be null and void and the parties hereto will have no further rights or obligations hereunder, except obligations of Sellers and Buyer hereunder that expressly survive any such termination, and (ii) the De...
Title Commitment. On or before the Effective Date, Seller shall cause to be furnished to Purchaser a current Commitment for Title Insurance for the Land and Improvements (the "Title Commitment") issued by the Title Company. The Title Commitment shall set forth the state of title to the Land and Improvements, including a list of conditions or exceptions to title affecting the Land and Improvements that would appear in an Owner's Policy of Title Insurance, if one were issued. The Title Commitment shall contain the expressed commitment of the Title Company to issue the Title Policy (hereinafter defined) to Purchaser in the amount of the Purchase Price, insuring the title to the Land and Improvements specified in the Title Commitment. At such time as the Title Commitment is furnished to Purchaser, the Title Company also shall furnish to Purchaser copies of instruments or documents (the "Exception Documents") that create or evidence conditions or exceptions to title affecting the Land and Improvements, as described in the Title Commitment.
Title Commitment. On or before the date which is ten (10) days after the Effective Date, Seller shall cause the Title Company to deliver a commitment (the “Title Commitment”) to Buyer for the Title Policy (as defined in Section 6 hereof), issued by the Title Company showing Seller as the owner of good and indefeasible fee simple title to the Real Property, together with legible copies of all documents (“Exception Documents”) referred to in Schedule B of the Title Commitment.
Title Commitment. Section 5.1
Title Commitment. Buyer shall, at its sole cost and expense, obtain from a title insurance company chosen by Buyer, a commitment (the "Title Commitment") to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) (the “Title Policy"), certified to at least the Effective Date of this Agreement, in the full amount of the Purchase Price. To be acceptable to Buyer, the Title Commitment shall show in Seller good and marketable title to the Property, and shall commit to insure said title free and clear of the standard printed exceptions contained in Schedule B of the Title Commitment and Title Policy and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the following:
(a) those created or assumed by Buyer;
(b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law;
(c) real estate taxes which are a lien on the Property but which are not yet due and payable; and
(d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the Property.
Title Commitment. Within seven (7) days after the Effective Date, Seller, at its expense, shall order and deliver to Buyer a title commitment for the Property in the amount of the Purchase Price from Escrow Agent and obtain a copy of all documents which constitute exceptions to the title commitment. Buyer shall give Seller written notice within twenty (20) days following receipt of the Title Commitment of any condition of title (exceptions or requirements) that is not satisfactory to Buyer. Seller may, but shall not be obligated, to resolve such matters; provided, however, that mortgage liens may be resolved at closing. If Seller is unable or unwilling to resolve such matters before the expiration of the Inspection Period as defined above, then Buyer may, at Buyer’s sole option, either (1) accept title subject to the objections raised by Buyer and such accepted objections shall become Permitted Exceptions (“Permitted Exceptions”) without any adjustment in the Purchase Price, or (2) terminate this Agreement prior to the expiration of the Inspection Period pursuant to Paragraph 4 above, whereupon the eaxxxxx xonies shall be immediately returned to Buyer by Escrow Agent, or (3) work with Seller, if mutually agreeable, to satisfy unacceptable matters and postpone the end of the Inspection Period and/or Closing Date to satisfy these matters. At Closing, Seller shall provide Buyer with an owner’s policy of title insurance in the amount of the Purchase Price. Seller shall pay the cost for the basic cost of the owner’s policy of title insurance, and Buyer shall pay the cost for all endorsements, changes, and modifications to the owner’s policy of title insurance.
