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 prior to the Closing Date and was not renewed. (d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. (e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 8 contracts
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P)
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 25March 12, 20132014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8March 28, 2013 2014 (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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 8 contracts
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issueddated April 9, 2002 issued by the Title Company under Commitment No. 673945-F (the “Title Commitment”"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 Purchaser shall have until the expiration of the Evaluation Period (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i"ORIGINAL OBJECTION DATE") 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 send written notice to Seller of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed its objections to have accepted or waived such exceptions to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) Existing Survey that Purchaser deems unacceptable and shall be deemed to have waived its right to object to any Survey Objection.
until the date (bthe "NEW OBJECTION DATE") After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have that is five (5) Business Days after he receipt by Purchaser's counsel of any update to the Title Commitment or she receives notice of such exception (the “New Objection Date”) any Updated Survey (or as promptly as possible prior to the Closing if such notice is with respect to updates received with less than five (5) Business Days prior to the Closing), ) to provide Seller with send written notice to Seller of Purchaser's objections to any new exceptions to title to the Real Property raised thereby, provided that Purchaser may object to matters shown on an Updated Survey only if such exception constitutes a Title Objectionmatters were not shown on the Existing Survey. In Purchaser's objections made in accordance with the event Seller does not receive notice of such Title Objection by the New Objection Date, preceding sentence are referred to herein as "TITLE OBJECTIONS" or "SURVEY OBJECTIONS," as applicable. Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment (as updated) and the matters shown on the Existing Survey and Updated Survey as permitted exceptions (together with any Title Objections and Survey Objections ultimately waived by Purchaser or cured by Seller, the "PERMITTED EXCEPTIONS") unless such matters are objected to by Purchaser in writing by the Original Objection Date or the New Objection Date, as applicable. Seller shall cause the Title Company to furnish to Purchaser a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner's policy of title insurance (the "TITLE POLICY") in the amount of the Purchase Price on the then standard TLTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the Permitted ExceptionsExceptions including, without limitation, the standard or general exceptions. The basic premium for the Title Policy shall be at Seller's expense, and Purchaser may request additional coverage under the Title Policy or endorsements or deletions thereto (including, without limitation, the modification or deletion of the survey exception), which shall be, in each case, at Purchaser's expense.
(cb) 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 financing statements evidencing security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property or fixtures covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is or fixtures are the property of a Tenant, and Seller executes and delivers an affidavit Purchaser fails to object to such effectsecurity interest prior to the expiration of the Evaluation Period, or (iii) the security interest financing statement was filed more than five (5) year years prior to the Closing Date and was not renewed.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real PropertyProperty and Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax (other than ad valorem taxes) open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 3 contracts
Samples: Sale Agreement (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P), Sale Agreement (Mack Cali Realty L P)
Title Commitment. Due to the extended length of time between the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (a30) Purchaser has ordered days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by Xxxxx and reimbursed by Seller at Closing, issued through a title insurance commitment company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"), together with respect complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to the Real Property issued, by title in the Title Company Commitment. Buyer shall have until thirty (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller 30) days after receipt of the Title Commitment, together with legible copies of Exception Documents, and the title exceptions listed thereon. On or before August 8, 2013 Survey (the “Title Objection Date”), Purchaser shall "Review Period") in which to 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 writing of any Title Objections objections Buyer has to any matters shown or Survey Objection by referred to in the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title Commitment. Any matters which are set forth on in the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, and to which Xxxxx does not object within the “Permitted Exceptions”) and Review Period 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 be permitted exceptions to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice status of such exception Seller's title (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.
"). Within twenty-nine (c29) All taxesdays after receipt of Xxxxx's objections, 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 "Cure Period") 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 either: (i) the personal property covered cure all such matters objected to by such security interests are no longer Xxxxx and notify Buyer 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy writing that the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.have been cured; or
Appears in 3 contracts
Samples: Commercial Real Estate Sale Contract, Commercial Real Estate Sale Contract, Real Estate Sale Contract
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 Within five (5) Business Days after he the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or she receives referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such exception unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“New Objection DateSeller’s Cure Period”) (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 is unable or unwilling to eliminate or modify such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the unacceptable exceptions to title set forth on any updates or conditions 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 satisfaction 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 TenantPurchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five within ten (510) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out days following delivery of the Real Property, and a credit is given No Cure Notice to Purchaser for the recording charges for a satisfaction or discharge of to elect to either (1) waive such lien.
(e) No franchiseObjections, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.or
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Title Commitment. Within ten (a10) Purchaser has ordered a title insurance commitment with respect days after the Effective Date, and at least 5 days prior to the Real Property issuedeach Closing, by Seller will cause the Title Company to furnish to Purchaser and Seller a title commitment (the “Title Commitment”)) covering the Lots or the Lots to be purchased at a Closing, as applicable, in an amount equal to the Purchase Price of such Lots, issued by the Title Company together with copies of all instruments reflected as exceptions therein. On or before July 25, 2013, Purchaser shall provide to Seller will have ten days (the “Title Review Period”) after receipt of the last of the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8exception documents, 2013 (and the “Title Objection Date”), Purchaser shall Existing Survey in which to examine same and notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects writing of Purchaser’s objection to (“Title Objections”) or (ii) any Survey Objectionsame. In Upon the event Seller does not receive written notice expiration 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 DateReview Period, Purchaser will be deemed to have accepted the all exceptions to title set forth on any updates to the Lots as shown on Schedule B of the Title Commitment Commitment, except for matters for which notification permitted herein has been given by Purchaser. In the event of notification to Seller of objections by Purchaser, Seller may undertake to eliminate or modify such objectionable items to the reasonable satisfaction of Purchaser within 5 days after receipt of such notice of objections (the “Cure Period”). In the event Seller has not cured, or chooses not to cure, objections of Purchaser within the Cure Period, Purchaser may, at its option, terminate this Contract by written notice to Seller at any time on or before the expiration of the Feasibility Period. If this Contract is terminated, the Exxxxxx Money will be returned to Purchaser, and neither party will thereafter have any further duties, rights or obligations hereunder except as otherwise stated herein. Purchaser’s failure to terminate this Contract during the period specified shall be deemed to be a waiver of its objections and approval of any uncured title matters. Any exceptions accepted or deemed to be approved by Purchaser or not timely objected to as aforesaid will be hereafter collectively referred to as “Permitted Exceptions.
(c) All taxes”; provided, water rates or chargeshowever, 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 that (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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall Purchaser will not be required to discharge object to any matter shown on Schedule C of the Title Commitment, and Seller will satisfy all Schedule C matters except those relating to the status or satisfy authority of Purchaser and (ii) Purchaser will not be required to object to the same general exceptions on the Title Commitment regarding (1) matters that would be reflected by a current survey and (2) leases, grants, exceptions or reservations of record provided mineral interests that are not specifically listed on Schedule B, and such general exceptions will not be deemed to be Permitted Exceptions. Possession will be delivered at the money necessary to satisfy Closing of the lien is retained applicable Lots free and clear of all matters except the Permitted Exceptions, title matters created by the Title Company at Closingrecording of the plat of the Subdivision, and the Title Company either omits the lien Deed Restrictions (as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienhereinafter defined) which shall also be Permitted Exceptions.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Samples: Contract of Sale (Alset Inc.), Contract of Sale (LiquidValue Development Inc.)
Title Commitment. (a) Purchaser has ordered Seller shall, within ten (10) days after the Effective Date, furnish to Purchaser: (I) a title insurance commitment with respect ("Commitment"), by the terms of which Title Company agrees to issue to Purchaser at Closing an 1992 ALTA Owner Policy of Title Insurance (as amended to date) ("Title Policy") in the amount of the Purchase Price, insuring Purchaser's fee simple title to the Real Property issuedto be good and indefeasible, subject to the terms of such policy and the exceptions described therein; and (H) a photocopy of all documents ("Title Documents") describing all title exceptions shown on the Commitment. As used herein, the term "Title Objection Period" shall mean a period commencing on the first day following Seller's delivery to Purchaser of the Survey, Commitment and Title Documents and ending ten (10) days thereafter. All matters shown on the Survey and exceptions listed in the Commitment which are not objected to by Purchaser by delivery of written notice to Seller within the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser Objection Period shall provide be conclusively deemed 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 be acceptable to (“Title Objections”) or (ii) any Survey ObjectionPurchaser. In the event Seller does not receive written notice of Purchaser timely objects to any Title Objections title exception or Survey Objection by the matter ("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 may but shall not be obligated to, cure such exception constitutes a Title Objection. In the event Seller does not receive notice of such notifies Purchaser that Seller is unable or unwilling to cure any Title Objection by the New Objection DateObjection, Purchaser will shall be deemed to have accepted the exceptions to title set forth on any updates to waived 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 unless within five (5) year prior days following such notice, Purchaser delivers to Seller written notice terminating this Agreement. Notwithstanding anything herein to the Closing Date and was contrary, in the event that Purchaser's right to terminate this Agreement pursuant to any provision of this Section 5.1 has not renewed.
(d) If expired prior thereto, it shall expire upon expiration of the Inspection Period. As used in this Agreement, the term "Permitted Exceptions" shall mean all matters either shown on the Closing Date Survey or listed in the Real Property shall be affected by any lien whichCommitment to which Purchaser does not raise a Title Objection within the Title Objection Period or, pursuant having objected, Purchaser waives or is deemed to have waived in accordance with the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSection 5.1.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Samples: Agreement of Sale and Purchase (Walden Residential Properties Inc), Agreement of Sale and Purchase (Walden Residential Properties Inc)
Title Commitment. (a) Purchaser has ordered Within 10 days of the Effective Date, Seller will cause to be delivered to Buyer 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 ) from the Title Commitment, together with legible Company committing to issue to Buyer a standard coverage owners policy of title insurance in the amount of the Purchase Price and copies of all documents listed on Schedule B to the title Title Commitment as exceptions listed thereonto coverage. On or before August 8, 2013 Buyer will have 20 days from receipt of the Title Commitment (the “Title Objection DateReview Period”), Purchaser shall ) to notify Seller in writing, if there are (i) writing of any monetary liens or other title exceptions that Purchaser objects to objections (“Title Objections”) or (ii) any Survey Objectionto title as revealed in the Title Commitment, which writing will set forth the specific basis for Buyer’s objection(s). In the event If Xxxxx fails to notify Seller does not receive written notice of any Title Objections or Survey Objection by prior to the expiration of the Title Objection Date, TIME BEING OF THE ESSENCEReview Period, then Purchaser Xxxxx will be deemed to be satisfied with the condition of title and to have waived all Title Objections. If Buyer does deliver written notice of its Title Objections within the Title Review Period, Buyer will be deemed to have accepted or waived such exceptions any objections to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted or waived and not objected to in Buyer’s notice of Title Objections. As to those Title Objections raised by PurchaserXxxxx during the Title Review Period, Seller will work with the Title Company to resolve, if reasonably possible, the objections. If Seller notifies Buyer that Seller is unable to cure or obtain insurance over the Title Objections prior to the Closing, Buyer will, at Buyer’s sole option: (a) notify Seller in writing that Buyer elects to terminate this Agreement, in which event this Agreement will terminate and the Xxxxxxx Money Deposit will be returned to Buyer and neither Party will have any further rights, liabilities or other obligations under this Agreement, except with respect to those matters intended to survive termination; or (b) waive the Title Objections and proceed to Closing. After the expiration of the Title Review Period and so long as Buyer has not terminated this Agreement, the remaining title exceptions will be deemed “Permitted Exceptions”) and shall . Notwithstanding the foregoing, Seller will cause to 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 removed from title to the Real PropertyProperty any recorded deeds of trust, Purchasermechanics’ or materialmen’s counsel shall have five (5) Business Days after he liens, delinquent tax liens 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 Exceptionsjudgment liens.
(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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Samples: Real Property Purchase and Sale Agreement, Real Property Purchase and Sale Agreement
Title Commitment. (a) Within twenty (20) days after the Effective Date, Seller, will deliver or cause to be delivered to Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by current Title Commitment from the Title Company (for the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller issuance of 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 Policy to (“Title Objections”) or (ii) any Survey ObjectionPurchaser. In the event Buyer either pays all cash for the Unit or obtains financing from a lender listed on Seller’s preferred lender list, then Seller will pay the premium for the Title Policy. In the event Buyer does not receive written notice of any Title Objections or Survey Objection by pay all cash for the Unit and obtains financing from a lender that is not listed on Seller’s preferred lender list, then Buyer will pay the premium for 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 ObjectionPolicy.
(b) After Purchaser shall have a period of ten (10) days from receipt of the Title Objection Date, if Commitment in which to review 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 Commitment (the “New Objection DateTitle Review Period”) (and to deliver to Seller in writing such objections as Purchaser may have to anything contained 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 in the Title Commitment other than the Permitted Exceptions. All items to which Purchaser does not object within the Title Review Period shall be deemed included as a part of the Permitted Exceptions.
(c) All taxesAs to items to which Purchaser makes timely objection, water rates or chargesSeller shall have a reasonable period of time after receipt of Purchaser’s objections within which Seller may attempt to cure such objections specified as aforesaid by Purchaser, sewer rents provided, however, Seller shall be under no obligation to incur any costs whatsoever in connection with such cure.
(d) In the event Seller has not yet satisfied each and assessmentsevery of Purchaser’s stated title objections within thirty (30) days following the date of Purchaser’s provision of such objections, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and Seller shall notify Purchaser in writing (“Seller’s Notice”) of any of Purchaser’s title objections which Seller is obligated unable to, or elects not to, satisfy. Within three (3) business days following Seller’s Notice, Purchaser shall elect 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 either (i) the personal property covered by such security interests are no longer in or on the Real Propertyterminate this Contract, which shall constitute a Permitted Termination, or (ii) waive those title objections specified in the Seller’s Notice which Seller has not satisfied and proceed to Closing whereupon such personal property is waived title matters shall also be deemed “Permitted Exceptions.” In the property of a Tenantevent Purchaser fails to elect (i) or (ii) within such three (3) business days period, then, and Seller executes and delivers an affidavit to in such effectevent, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property Purchaser shall be affected by any lien which, pursuant deemed to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienhave elected (ii).
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Samples: Condominium Purchase Contract, Condominium Purchase Contract
Title Commitment. Within five (a5) business days of the Effective Date, Escrow Agent shall deliver to Purchaser has ordered and Seller a preliminary commitment (the “Commitment”) for a standard owner’s policy of title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title CommitmentPolicy”) issued by Title Company, together with a copy of the documents forming the basis for each exception therein. Seller has made available to Purchaser in Seller’s data room a copy of the most recent survey pertaining to the Real Property in Seller’s possession or control. Purchaser may elect to obtain, in its sole discretion and at its expense, a new or updated survey of the Real Property (the “Survey”). On or before July Within five (5) business days following receipt of the later to be received of (i) the Commitment from Title Company and (ii) the Survey, but in no event later than twenty-five (25, 2013) days after the Effective Date, Purchaser shall provide deliver to Seller the Title Commitment, together with legible copies of the a written notice setting forth those title exceptions listed thereon. On or before August 8, 2013 and survey matters to which Purchaser objects (the “Title Objection DateObjections”). Any title or survey matter to which Purchaser does not object within said period shall be deemed a Permitted Exception. Within five (5) business days of Seller’s receipt of Purchaser’s Title Objections (“Seller’s Election Period”), Seller shall notify Purchaser of those Title Objections that Seller shall cure on or before the Closing. To the extent that Seller affirmatively elects to cure a Title Objection, the cure of such Title Objection shall be a condition precedent to Purchaser’s obligation to close the transactions described in this Agreement (the failure of which would entitle Purchaser to a refund of the Deposit). If Seller fails to respond to Purchaser within Seller’s Election Period or, if Seller’s response fails to address all Title Objections, such failure shall be deemed an election by Seller not to cure those Title Objections to which Seller has not responded or addressed. Purchaser shall notify Seller in writing, if there are have five (i5) any monetary liens or other title exceptions that Purchaser objects business days after Seller’s Election Period to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any either waive Purchaser’s objection to those Title Objections which Seller has elected or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted elected not to cure, or waived such exceptions to title set forth on else terminate this Agreement, and in the Title Commitment as permitted exceptions absence of termination within said five (as accepted or waived by Purchaser5) business day period, the “Permitted Exceptions”) and Purchaser shall be deemed to have waived its right such Title Objections, and such Title Objections shall be deemed Permitted Exceptions. Notwithstanding anything contained herein to the contrary, Seller hereby agrees to (i) cause all monetary liens on the Real Property to be removed at or prior to Closing unless it is a monetary lien securing a loan that the Purchaser has expressly agreed to assume herein and Purchaser shall have no obligation 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 monetary liens 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 agrees to such effect, or the security interest was filed more than five (5) year prior use commercially reasonable efforts to satisfy all requirements to the Closing Date and was not renewed.
(d) If on issuance of the Closing Date the Real Property shall be affected by any lien which, pursuant Title Policy to the provisions of this Agreement, is required to be discharged extent within the discretion or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that control of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (CNL Healthcare Properties, Inc.)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the Lawyer's Title Company Insurance Corporation under Commitment No. NYN-02-001837 (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 will deliver written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted on 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 prior to the Real Propertyexpiration of the Evaluation Period. In addition, Purchaser’s counsel Purchaser shall have five (5) Business Days after he or she Purchaser's counsel receives notice of such any new objection or exception (to the “New Objection Date”) (or as promptly as possible title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing Closing, Purchaser shall provide Seller with written notice of such new objection if such Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice is received of any Title Objections with less than five (5) Business Days prior to the Closing)Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to provide have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with written notice if such exception constitutes a Title Objectionrespect to Seller's right to cure same. In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Dateapplicable objection date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, all matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, the "Permitted Exceptions") are conclusively deemed to be acceptable to Purchaser.
(cb) 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 ObjectionObjection (and the Title Company shall affirmatively insure same). If on the Closing Date there shall be security interests filed against the Real PropertyProperty which relate to personal property, such items shall not be Title Objections if (A) (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 has expired under applicable law, and (5B) year prior to the Closing Date and was not renewedTitle Company shall affirmatively insure over the same.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real Propertyin a manner reasonably satisfactory to Purchaser, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements, in a manner reasonably satisfactory to Purchaser, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsObjections if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements in a manner reasonably satisfactory to Purchaser.
Appears in 2 contracts
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Commitment. Seller shall, not later than ten (a10) Purchaser has ordered days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by Buyer and reimbursed by Seller at Closing, issued through a title insurance commitment company acceptable to Buyer and authorized to issue title insurance in Kansas located (the "Title Company"), together with respect complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to the Real Property issued, by title in the Title Company Commitment. Buyer shall have until ten (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller 10) days after receipt of the Title Commitment, together with legible copies of Exception Documents, and the title exceptions listed thereon. On or before August 8, 2013 Survey (the “Title Objection Date”), Purchaser shall "Review Period") in which to notify Seller in writingwriting of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and to which Buyer does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). Within fifteen (15) days after receipt of Buyer's objections, if there are (the "Cure Period") Seller shall either: (i) any monetary liens or other title exceptions cure all such matters objected to by Buyer and notify Buyer in writing that Purchaser objects to (“Title Objections”) the same have been cured; or (ii) any Survey Objectionprovide such evidence as is reasonably satisfactory to Buyer and the Title Company that all such matters will be cured on or before the Closing in order that the Title Company may, as of the Closing, issue the Owner's Policy subject only to the Permitted Exceptions; or (iii) notify Buyer in writing that Seller elects not to cure one or more of the matters objected to by Buyer. In the event Seller does elects not receive to cure Buyer's title objections and notifies Buyer that the same have been cured or provide evidence reasonably satisfactory to Buyer and the Title Company that Buyer's title objections will be cured on or before the Closing, then Buyer shall have the right to terminate this Contract by giving Seller written notice of termination at any Title Objections or Survey Objection by time after expiration of the Title Objection DateCure Period and prior to the Closing. In the event Buyer terminates this Contract in accordance with this paragraph 7, TIME BEING OF THE ESSENCE, then Purchaser the Xxxxxxx Money will be deemed returned to have accepted or waived such exceptions to title Buyer and the parties shall be relieved of their respective rights and obligations set forth on in this Contract. In the Title Commitment as permitted exceptions event Buyer does not terminate this Contract during said ten (as accepted or waived by Purchaser10) day period, the “Permitted Exceptions”) and Buyer shall be deemed to have waived elected to waive its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title objections and accept title subject 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 matter reflected in 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied cured by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Samples: Real Estate Sale Contract, Real Estate Sale Contract
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the Lawyer's Title Company Insurance Corporation under Commitment No. NYN-02-001835 (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 will deliver written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted on 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 prior to the Real Propertyexpiration of the Evaluation Period. In addition, Purchaser’s counsel Purchaser shall have five (5) Business Days after he or she Purchaser's counsel receives notice of such any new objection or exception (to the “New Objection Date”) (or as promptly as possible title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing Closing, Purchaser shall provide Seller with written notice of such new objection if such Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice is received of any Title Objections with less than five (5) Business Days prior to the Closing)Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to provide have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with written notice if such exception constitutes a Title Objectionrespect to Seller's right to cure same. In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Dateapplicable objection date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, all matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, the "Permitted Exceptions") are conclusively deemed to be acceptable to Purchaser.
(cb) 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 ObjectionObjection (and the Title Company shall affirmatively insure same). If on the Closing Date there shall be security interests filed against the Real PropertyProperty which relate to personal property, such items shall not be Title Objections if (A) (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 has expired under applicable law, and (5B) year prior to the Closing Date and was not renewedTitle Company shall affirmatively insure over the same.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real Propertyin a manner reasonably satisfactory to Purchaser, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements, in a manner reasonably satisfactory to Purchaser, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsObjections if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements in a manner reasonably satisfactory to Purchaser.
Appears in 2 contracts
Samples: Agreement of Sale and Purchase (Mack Cali Realty Corp), Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. (a) Purchaser has ordered During the Feasibility Period, Buyer may, at Buyer’s expense, obtain a title insurance commitment for issuance of an ALTA Form B Owner’s Policy of Title Insurance with respect to the Real Property issued, by the Title Company extended coverage (the “Title Commitment”)) showing all endorsements thereto which Buyer may require. On or before July 25, 2013, Purchaser shall provide to Seller In the event that the Title CommitmentCommitment discloses defects of title or other matters unsatisfactory to Buyer, together with legible copies Buyer may, in Buyer’s sole and absolute discretion, notify Seller during the Feasibility Period of such title defects or other matters to which Buyer objects. If Buyer fails to make an objection as provided herein or if Buyer makes an objection but fails to terminate this Agreement within ten (10) calendar days after receipt of written notice from Seller that Seller is unable or unwilling to cure any such objections (which written notice Seller must provide within ten (10) calendar days of receipt of Buyer's written notification of objections/title defects or Seller shall be deemed to have elected not to cure such objections), title to the Property as disclosed in the Title Commitment shall be deemed to be acceptable, and any objection thereto shall be deemed to have been waived for all purposes. If, between the expiration of the Feasibility Period and Closing, title exceptions listed thereon. On becomes unmarketable or before August 8subject to encumbrances which substantially impair the intended use of the Property, 2013 (the “Title Objection Date”), Purchaser shall Buyer will notify Seller in writing, detailing such objection, and 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 elect to or is unable to cure or reasonably mitigate such objection within ten (10) calendar days after Seller's receipt of Buyer's written notice, then Buyer may elect to either accept title to the Property subject to such objection (in addition to all other matters which Buyer has approved or is deemed to have approved as set forth above) or terminate this Agreement by delivering written notice to Seller within ten (10) calendar days following the end of Seller's cure period, in which event the Deposit shall be paid by Escrow Agent to Buyer and the parties hereto shall be relieved of all obligations hereunder. If Buyer fails to provide written notice of any Title Objections or Survey Objection such termination by the Title Objection Datesuch date, TIME BEING OF THE ESSENCE, then Purchaser Buyer will be deemed to have accepted or waived such exceptions elected 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 accept 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 prior to the Closing Date and was not renewedobjections.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (ARC Group, Inc.)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of those certain title insurance commitment with respect to the Real Property issued, commitments issued by the Title Company under Commitment No. 0116591DT for the Monticello Property; Commitment No. 0116648DT for the Metroport Property; Commitment No. 274142CDM for the Landmark Property and Commitment No. 0116592DT for the Republic Property (collectively, the “Title Commitment”"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 By the third (3rd) Business Day after the Effective Date (the “Title Objection Date”"OBJECTION DATE"), Purchaser shall notify provide Seller with written notice of its objection to any matters shown on the Title Commitment or any Existing Survey or Updated Survey if Purchaser deems same unacceptable. Purchaser's objections made in writing, if there accordance with the preceding sentence are (i) any monetary liens referred to herein as "TITLE OBJECTIONS" or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection"SURVEY OBJECTIONS," as applicable. In the event Seller does not receive written notice of any the Title Objections or and Survey Objection Objections 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 and the matters shown on each Existing Survey and Updated Survey as permitted exceptions (together with any Title Objections and Survey Objections ultimately waived by Purchaser or cured by Seller, the "PERMITTED EXCEPTIONS"). Seller shall cause the Title Company to furnish to Purchaser a preliminary title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, at Seller's sole cost and expense, an owner's policy of title insurance (the "TITLE POLICY") in the amount of the Purchase Price on the then standard TLTA owner's form insuring Purchaser's fee simple indefeasible title to the Real Property, subject only to the terms of such policy and the Permitted ExceptionsExceptions (including, without limitation, the standard or general exceptions). Seller and Purchaser agree that the Closing shall be conducted by and through the Escrow Agent.
(cb) All ad valorem 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 Property, 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 financing statements evidencing 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 is no longer in or on the Real PropertyProperty and Seller signs an affidavit to that effect, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or (iii) the security interest financing statement was filed more than five (5) year years prior to the Closing Date and was not renewed.
(dc) If on the Closing Date the Real Property shall be affected by any monetary lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided that (i) the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real PropertyProperty and Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienlien that is recorded promptly after Closing, or (ii) Seller discharges such lien by filing a bond and notices relating thereto in accordance with Texas Property Code Section 53.171 et seq. and the Title Company omits such lien as an exception from the Title Commitment.
(ed) No franchise, transfer, inheritance, income, corporate or other tax (other than ad valorem taxes) open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Commitment. (a) Seller shall convey good and marketable title to the Property to Purchaser has ordered at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) business days following the “Acquisition Date” (as defined below), Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”). On or before July 25, 2013, Purchaser shall provide to Seller issued by the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure (failure to give such notice shall be deemed an election not to cure any objections or matters set forth in the Title Objection Letter). In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive a prompt refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. If Purchaser does not terminate this Agreement prior to the expiration of the aforesaid five (5) day period, then at Closing, Purchaser shall accept title to the Property subject to the Permitted Encumbrances (subject to Seller’s absolute obligation to cause the removal and release of record of any and all Monetary Liens (as hereinafter defined) at or before Closing).
(b) All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), are herein collectively called the “Permitted Encumbrances”.
(c) In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionexceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments of a liquidated amount that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing 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”ii) 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 days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after 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)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination 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 this Agreement pursuant to the Title Commitment as Permitted Exceptions.
immediately preceding sentence, (a) the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to receive reimbursement from Seller for all out-of-pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement, and (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on neither party shall have any further obligations hereunder other than 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 prior to the Closing Date and was not renewedSurviving Obligations.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the Lawyer's Title Company Insurance Corporation under Commitment No. NYN-02-001836 (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 will deliver written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted on 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 prior to the Real Propertyexpiration of the Evaluation Period. In addition, Purchaser’s counsel Purchaser shall have five (5) Business Days after he or she Purchaser's counsel receives notice of such any new objection or exception (to the “New Objection Date”) (or as promptly as possible title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing Closing, Purchaser shall provide Seller with written notice of such new objection if such Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice is received of any Title Objections with less than five (5) Business Days prior to the Closing)Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to provide have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with written notice if such exception constitutes a Title Objectionrespect to Seller's right to cure same. In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Dateapplicable objection date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, all matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, the "Permitted Exceptions") are conclusively deemed to be acceptable to Purchaser.
(cb) 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 ObjectionObjection (and the Title Company shall affirmatively insure same). If on the Closing Date there shall be security interests filed against the Real PropertyProperty which relate to personal property, such items shall not be Title Objections if (A) (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 has expired under applicable law, and (5B) year prior to the Closing Date and was not renewedTitle Company shall affirmatively insure over the same.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real Propertyin a manner reasonably satisfactory to Purchaser, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements, in a manner reasonably satisfactory to Purchaser, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsObjections if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements in a manner reasonably satisfactory to Purchaser.
Appears in 2 contracts
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (aas defined below, or as otherwise permitted below). Within five (5) days following the Effective Date, Purchaser has ordered shall request that the Escrow Agent prepare (and, upon receipt, provide a copy to Seller), a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25) for a standard form ALTA Owner's Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event each such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner reasonably acceptable to Purchaser (i) any monetary liens or other title exceptions Unacceptable Encumbrances that Purchaser objects to (“Title Objections”) or are intentionally created by Seller and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than Unacceptable Encumbrances and the Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing 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”ii) 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 days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after 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)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. 4.1.1 Purchaser shall, at Purchaser’s cost and expense, instruct the Escrow Agent to issue an A.L.T.A. Owner’s Policy of Title Insurance (astandard coverage) for the Property, along with legible copies of all documents referenced in said title commitment (the “ Title Commitment”) to Purchaser has ordered a and Seller within ten (10) days after the Effective Date such that Purchaser shall obtain an owner’s policy of title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title CommitmentPolicy”) insuring title to the Property, with such affirmative coverage and endorsements as Purchaser shall require and shall have contracted for with the Escrow Agent prior to expiration of the Due Diligence Period. Prior to the expiration of the Due Diligence Period, Purchaser shall obtain, at Purchaser’s sole cost and expense, a survey of the Land prepared by a licensed surveyor to the extent required by Purchaser or will be required by the Escrow Agent in connection with its issuance of the Title Policy (the “Survey”). On or before July 25, 2013, Purchaser shall provide to the Escrow Agent and Seller the Title Commitment, together with legible copies a copy of the title exceptions listed thereon. On or before August 8, 2013 Survey.
4.1.2 Purchaser shall have until the date that is ten (10) business days prior to the Approval Date (as defined in Section 4.3 below and herein also referred to as the “Title Objection Date”), Purchaser shall notify ) in which to provide Seller in writing, if there are written notice (ithe “Title Notice”) of any monetary liens or other title exceptions that Purchaser objects to objections (“Title Objections”) or (ii) Purchaser may have to any Survey Objection. In the event Seller does not receive written notice defects 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 disclosed in the Title Commitment or Survey; provided, however, that, except as permitted exceptions (as accepted provided in Section 4.1.3 below, Purchaser expressly agrees that Seller shall have no obligation whatsoever to cure or waived by Purchaserattempt to cure any Objection, whether or not appearing on a properly delivered Title Notice. If Seller elects to attempt the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title cure of an Objection Date, if the Title Company raises any new exception to title to the Real Property, identified in Purchaser’s counsel Title Notice, then Seller shall have until the date that is five (5) Business Days business days after he or she receives Seller’s receipt of the Title Notice to notify Purchaser in writing of those Objection(s), if any, Seller agrees to attempt to cure. Seller’s failure to provide any written notice within such time shall be deemed Seller’s election not to cure any Objection. If, within such time, Seller expressly agrees to attempt to cure an Objection, Seller shall use commercially reasonable efforts to effect such cure prior to Closing, provided that, if the same has not been cured by Closing, Seller shall have the right to extend Closing for up to thirty (30) days in order to continue its efforts to complete the cure of such exception (Objection. If Seller fails within such cure period to cure the “New Objection Date”) (Objections, or as promptly as possible if 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 expiration of such Title Objection by the New Objection Date, Purchaser will be cure period Seller elects or is deemed to have accepted the exceptions elected not to title set forth on cure any updates Objections, Purchaser may either elect 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 Propertyproceed to Closing and waive any uncured title objections, or (ii) such personal property is terminate this Agreement by written notice to Seller (A) on or prior to the property first to occur of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than (x) five (5) year days after the expiration or earlier termination of the cure period and (y) the Date of Closing (x or y being in the event of Seller not curing any Objections it elected to attempt to cure), or (B) prior to the Closing Approval Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to Section 4.4 below (in the provisions of event Seller elects or is deemed to have elected not to attempt to cure), in which event the Escrow Agent shall refund the Xxxxxxx Money Deposit to Purchaser, and the parties thereafter shall have no further obligations under this Agreement, is required except as specifically survive such termination.
4.1.3 Notwithstanding the foregoing, Seller agrees to satisfy and cause to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same released of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
following (e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title “Must-Cure Objections.”):
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Commitment. No later than ten (a10) days following the Effective Date, Seller shall deliver to Purchaser has ordered a copy its most recent previously issued title insurance commitment with respect to policy covering the Real Property issued, by the Title Company (the “Title Commitment”)Property. On or before July 25, 2013, Purchaser shall provide to Seller order the Title Commitment, together with legible copies at its sole cost and expense. The title insurance policy issued pursuant to the Title Commitment shall be issuable at the minimum promulgated rate allowed by applicable state law or if there is not a minimum promulgated rate at a negotiated rate which is competitive in the applicable local market. Purchaser shall have Ten (10) days from receipt of the title exceptions listed thereon. On or before August 8, 2013 (the “Title Objection Date”), Purchaser shall Commitment to notify Seller in writingwriting of any objections to the title. If the Title Commitment discloses exceptions to title other than the Permitted Title Exceptions or if Purchaser notifies Seller of any other objections to title, if there are Seller shall have thirty (30) days from the date of delivery of the Title Commitment to Seller by Purchaser to have all unpermitted exceptions removed from the Title Commitment and to provide evidence of such removal to Purchaser. If Seller fails to have all unpermitted exceptions removed within such thirty (30) day period, Purchaser may elect, on or before the Closing Date, to (i) any monetary liens or other title exceptions that Purchaser objects terminate this Agreement, in which event the Deposit shall be forthwith returned to (“Title Objections”) Purchaser, or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by accept title subject only to those unpermitted exceptions that the Title Objection DateCompany has not removed with the further right with respect to each then unremoved unpermitted exception to deduct from the Purchase Price amounts secured by any unpermitted lien or encumbrance of a definite or ascertainable amount. If Purchaser fails to make such election, 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 elected to object accept the property subject to any Survey Objection.
(b) After the unpermitted exceptions. On the Closing Date, Purchaser shall, at Purchaser's sole cost and expense, cause the Title Objection Date, if Insurer to issue an owner's title insurance policy or prepaid commitment therefore (herein a "Title Policy") pursuant to and in accordance with the Title Company raises any new exception to Commitment, insuring fee simple title to the Real PropertyProperty in VAV, 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 subject only to the Closing if Permitted Title Exceptions and such notice is received with less than five other exceptions as Purchaser may approve pursuant to clause (5ii) 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 above or be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptionsaccepted, together with all endorsements required hereby.
(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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase Agreement (Government Properties Trust Inc)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”). On or before July 25, 2013issued by Xxxx Xxxxxxxx, Purchaser shall provide to Seller P.A. (the “Title Agent”) on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, Purchaser but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Seller Purchaser in writingwriting within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if there are (i) any monetary liens or other title exceptions that Purchaser objects any, Seller has agreed to (“Title Objections”) or (ii) any Survey Objectioncure. In the event that Seller does not receive written notice undertake to cure all of any Title Objections or Survey Objection by the objections in the Title Objection Date, TIME BEING OF THE ESSENCELetter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser will be deemed shall have the right for five (5) days after receipt of Seller’s response to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions Objection Letter (as accepted or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived by Purchaser, the “Permitted Exceptions”) and title objection shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Datebe a “Permitted Encumbrance”, 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 Closingdefined below), 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 terminate this Agreement upon written notice to Seller and receive an immediate refund of the property Xxxxxxx Money, without the consent or joinder of a Tenant, Seller being required and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall notwithstanding any contrary instructions which might be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied provided by Seller, Seller in which event neither party hereto shall not be required to discharge or satisfy have any further obligations under this Agreement except for the same Surviving Obligations. All exceptions set forth in Schedule B of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingCommitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), and exclusive of preprinted exceptions, are herein collectively called the Title Company either omits “Permitted Encumbrances”. In the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or event that any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable update to the Title Company and sufficient Commitment or Survey, including any update to secure a release the Title Commitment or Survey following “Substantial Completion of the Property from Work” and/or “Completion of the lien thereof. If a search Work” (as defined in Section 5.7 below), indicates the existence of title discloses judgmentsany liens, bankruptcies, encumbrances or other returns against other persons having names defects or exceptions (the same as “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or similar Survey and that are unacceptable to Purchaser, in its reasonable discretion such that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.the Unacceptable Encumbrances
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust IV, Inc.)
Title Commitment. Within ten (a10) Purchaser has ordered business days after the Effective Date, Seller, at its expense, shall obtain a title commitment for the issuance of an ALTA Form B owner's policy of title insurance commitment with respect to in the Real Property issuedamount of the Purchase Price (the “Commitment”), issued by the Title Company Company. Purchaser, within ten (10) days following the date on which Purchaser received the Commitment (the “Title CommitmentReview Period”). On or before July 25, 2013, Purchaser shall provide deliver to Seller written notice of Purchaser's bona fide objections if any, to the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 Commitment (the “Title Objection DateObjections”). In no event shall any Permitted Exception constitute a Title Objection. If Purchaser fails to deliver such written notice or objection to Seller within the Title Review Period, 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 Objectionthe Commitment, and all exceptions therein shall thereafter be deemed “Permitted Exceptions.
(b) After the ” If Purchaser shall deliver such Title Objection DateObjections, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel Seller shall have notify Purchaser within five (5) Business Days after he or she receives business days following the date of Purchaser's notice of such exception Title Objections that either (i) the “New Objection Date”) (Title Objections have been, or as promptly as possible will be at or prior to Closing, cured and removed from the Commitment, and in such event, if reasonably required to allow the parties to prepare for Closing, the Closing if such notice is received with less than Date shall be deferred to a date mutually agreed upon by the parties or (ii) Seller has failed to arrange to have the Title Objections cured and removed. If Seller does not notify Purchaser that it has arranged to have the Title Objections cured and removed within said five (5) Business Days prior business day period, Purchaser may elect either (A) to terminate this Agreement, in which event the Closing)Exxxxxx Money shall be returned to Purchaser as Purchaser's sole remedy hereunder; or (B) to take title as it then is, to provide Seller with written notice if such exception constitutes a Title Objectionwhich election must be made within five (5) days following expiration of said five (5) business day period. In the event Seller If Purchaser does not receive notice of such Title Objection by the New Objection Dateelect to so terminate this Agreement, then: (1) Purchaser will shall be deemed to have accepted agreed to accept title as it then is without any reduction in the exceptions to title set forth on any updates to Purchase Price; (2) all Title Objections not removed from the Title Commitment as will thenceforth be deemed Permitted Exceptions.
; (c3) All taxesthis Agreement shall remain in full force and effect; and (4) if reasonably required to allow the parties to prepare for Closing, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against shall be deferred to a date mutually agreed upon by the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject parties. Anything 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 contrary 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by SellerAgreement notwithstanding, Seller shall not have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception removed from the title insurance commitment Commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction insured over except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of such lien.
(e) No franchise, transfer, inheritance, income, corporate Purchaser or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on parties not related to Seller. On the Closing Date, the Title Company, at Seller's expense, shall issue an owner's title insurance policy insuring fee simple title in Purchaser as of the Closing Date, in accordance with the Commitment. Prior to the Effective Date, Seller has provided Purchaser with a copy of the Mortgagee Policy of Title Insurance No. FA-36-775175 issued by First American Title Insurance Company, including all endorsements thereto (“Seller's Title Evidence”). The parties acknowledge and agree that, notwithstanding anything contained herein to the contrary, any matters shown in the Seller's Title Evidence (other than the mortgage insured therein, which shall be an objection released at or prior to title Closing) are deemed to be Permitted Exceptions as if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvementsset forth on Schedule A annexed hereto, and provided further Purchaser shall have the right to make Title Objections solely in connection with those matters shown in Purchaser's Commitment that Seller deposits with the are not shown in Seller's Title Company a sum of money Evidence or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.Schedule A.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered a title insurance commitment a. Seller makes no representations or warranties with respect to the Real status of title to the Property. Within thirty (30) business days after the Effective Date, Seller shall, at Seller’s expense, obtain a commitment from Escrow Agent to issue an owner’s policy of title insurance insuring Buyer’s title to the Property issued, by the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller ) and deliver the Title Commitment, together with legible Commitment and copies of or internet access to copies of all recorded documents referenced in the title exceptions listed thereon. On or before August 8Title Commitment to Buyer.
b. Buyer shall have until the date ten business days after the receipt of the Title Commitment and the Survey (collectively, 2013 (the “Title Objection DateTitle/Survey”), Purchaser shall notify ) to review Title/Survey and to give Seller in writing, if there are written notice of (i) any monetary liens defects in the marketability of Seller title to the Property or other any encumbrances on Seller’s title exceptions to the Property that Purchaser objects are objectionable to (“Title Objections”) or Buyer, and (ii) any Survey Objectionthe specific actions Buyer requests that Seller take with respect to each such defect or encumbrance (a “Title Objection Notice”). In Any defects in or encumbrances on Seller’s title that Buyer does not identify in a timely Title Objection Notice are each a “Permitted Exception.” Within three (3) business days after Seller’s receipt of a Title Objection Notice from Buyer, Seller will notify Buyer, in writing, of the event actions, if any, that Seller is willing to take with respect to each of the matters identified in the Title Objection Notice and the time frame in which Seller will take those actions (“Seller’s Title Notice”). If Seller’s Title Notice indicates that Seller unconditionally agrees to make Xxxxxx’s title to the Property marketable on or before the closing date established pursuant to Section 15, the parties shall proceed to closing pursuant to the terms of this Agreement. If Seller’s Title Notice indicates that Seller does not receive unconditionally agree to make Seller’s Title to the Property marketable on or before the closing date established in Section 11, Buyer may, at any time with three (3) business days after Buyer’s receipt of Seller’s Title Notice, terminate this Agreement by written notice of to Buyer in which case this Agreement is terminated and Escrow Agent must disburse any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed Xxxxxxx Money (other than Xxxxxxx Money that Escrow Agent has disbursed to have accepted or waived such exceptions Seller pursuant to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”Sections 4(b) and (c)) (“Buyer’s Title Termination Notice”). If Buyer does not deliver a Buyer’s Title Termination Notice to Seller within the three (3) business days after Xxxxx’s receipt of Seller’s Title Notice, than Seller must perform in accordance with Seller’s Title Notice, Buyer 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 Buyer’s objections to the Real Propertyextent Seller has not agreed to address them in Seller’s Title Notice, 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 matters to the Closing if such notice is received with less than five (5) Business Days prior which Buyer objected and Seller did not agree 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 resolve are 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given parties shall proceed to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits in accordance with the Title Company a sum terms of money or a parental guaranty reasonably acceptable to this Agreement and the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that terms of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed ’s Title ObjectionsNotice.
Appears in 1 contract
Samples: Purchase Agreement
Title Commitment. Buyer shall, within ten (a10) Purchaser has ordered days after the Effective Date, obtain a title insurance current commitment with respect to the Real Property issued, by the for an ALTA Owner’s Title Company Insurance Policy (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller ) from the Title Commitment, together with legible copies Company relating to the Property in an amount equal to the Purchase Price for the Property. Buyer shall have the right to have a survey (the “Updated Survey”) of the title exceptions listed thereonProperty prepared at the sole cost and expense of Buyer and Buyer shall order such Updated Survey within five (5) days after the Effective Date. On or before August 8Buyer shall have until five (5) business days after receipt of the Title Commitment and Updated Survey, 2013 if applicable (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 ObjectionsReview Period”) to give Seller a detailed notice objecting to any exception or (ii) any Survey Objectioncondition contained in the Title Commitment or the Updated Survey. In the event Seller If Buyer does not receive written give notice of any Title Objections or Survey Objection by objections to Seller within the Title Objection DateReview Period, 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 Buyer shall be deemed to have waived its right to object to any Survey Objection.
(b) After approved the title as shown in the Title Objection DateCommitment, the title exceptions, and all matters shown on the existing survey or the Updated Survey, if the Title Company raises any, except for Required Cure Items (defined below) and any new exception to title to the Real Propertysuch exceptions or matters shall become “Permitted Exceptions”. If Buyer provides timely objections, Purchaser’s counsel Seller shall have five (5) Business Days business days after he or she receives receipt of Buyer’s notice of such exception (the “New Objection DateTitle Cure Period”) in which to elect, by written notice to Buyer (“Seller’s Title Notice”), either (A) to cure Buyer’s objections, or (B) not to cure Buyer’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Buyer’s objections. Notwithstanding the preceding sentence, Seller shall be obligated, at Closing, to cause Title Company to remove deeds of trust, mortgages, security deeds or other monetary liens encumbering the Property, including, without limitation, the currently existing mortgage in favor of Lender (the “Required Cure Items”). In the event that Seller fails to provide such written notice of its election to proceed under either clause (A) or (B) above, Seller shall be deemed to have elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or as promptly as possible agreed to be cured by Seller prior to Closing) within the Closing if such notice is received with less than Title Cure Period for any reason, then, within five (5) Business Days prior days after receipt or deemed receipt of Seller’s Title Notice, Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement by giving a termination notice to Seller, at which time Title Company shall return the ClosingXxxxxxx Money to Buyer (less the Good Faith Payment which shall be delivered to Seller) and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Buyer’s title as shown in the Title Commitment, to provide Seller with written notice the title exception documents, the existing survey or the Updated Survey, if any, and any such exception constitutes a Title Objectionuncured objections shall become “Permitted Exceptions”. In the event If Seller does not timely receive notice of such Title Objection by the New Objection DateBuyer’s election to terminate under this Section, Purchaser Buyer will be deemed to have accepted waived the exceptions to title set forth on any updates to the Title Commitment as uncured objections and such uncured objections, except for Required Cure Items, shall become “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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Residential Properties Trust, Inc.)
Title Commitment. Seller providing to Buyer, at Seller’s cost and within twenty (a20) Purchaser has ordered days after the execution of this Agreement, an updated abstract of title or a commitment for 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 ) from the Title CommitmentCompany. The foregoing Title Commitment will show title to the Property to be free and clear of all encumbrances excepting only Permitted Encumbrances (defined below) and any liens of record, together which will be paid by Seller at closing. At closing, Seller agrees to provide the Title Company with legible copies of the all documentation necessary to delete and remove all standard title exceptions listed thereonfrom the owner's policy of title insurance. On or before August 8“Permitted Encumbrances” as used herein are defined as the existing special assessments associated with the Property, 2013 (municipal and zoning ordinances, recorded easements for public utilities serving the “Title Objection Date”)Property, Purchaser shall and such other non-standard title exceptions not objected to by Buyer. If Buyer does not notify Seller of its objection to any item disclosed in writingthe Title Commitment within the Due Diligence Period, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objectionthis contingency will be deemed waived. In the event that Buyer notifies Seller does not receive written notice of any Title Objections or Survey Objection an objection to the status of title to the Property as disclosed by the foregoing Title Objection DateCommitment, TIME BEING OF THE ESSENCESeller will be granted a reasonable period, then Purchaser not exceeding thirty (30) days, in which to remove Buyer's objections and, subject to the other limitations and contingencies set forth in this Agreement, the closing date will be extended as necessary for this purpose. If Seller is unable, after using reasonable diligence, to remove Buyer's objections within such thirty (30) day period, Buyer may provide Seller written notification of its intent to terminate this Agreement within thirty (30) days or this contingency will be deemed to have accepted waived. No further or waived such additional 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 final title policy may be deemed a Title Objection. If on added after 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out passage of the Real Property, and a credit is given to Purchaser contingency provided for the recording charges for a satisfaction or discharge of such lienin this Section 5(c) unless Buyer agrees in writing.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase Agreement
Title Commitment. No later than thirty (a30) days following the date hereof, Seller shall deliver to Purchaser has ordered a title insurance commitment with respect to for a ALTA Owner's Title Insurance Policy (the Real Property issued"Title Commitment"), issued by the Title Company Company, showing Purchaser as the proposed insured and Seller as the current holder of fee simple title to the real property described on Exhibit A hereto, subject to the standard printed exceptions. The amount of coverage provided by the Title Commitment shall be equal to the Purchase Price. If Purchaser objects to any exceptions to title shown in the Title Commitment or the Survey (the “Title Commitment”as hereinafter defined). On , other than Permitted Exceptions (which Purchaser, by execution of this Agreement, has agreed to accept) and mortgage liens (which Seller shall release 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 Closing Date”), Purchaser shall notify give Seller in writingwritten notice of such objection within five (5) business days following the date of Purchaser's receipt of both the Title Commitment and Survey. Any exceptions to title shown on the Title Commitment or the Survey to which Purchaser does not so object shall become additional "Permitted Exceptions" for purposes of this Agreement. If the Title Commitment or Survey disclose exceptions to title to which Purchaser has so objected, Seller shall, at its option, have thirty (30) days from the date of Purchaser's notice of objection to have such exceptions removed from the Title Commitment or Survey (or to have the Title Company commit to insure over such unpermitted exceptions) and provide evidence thereof to Purchaser, and the Closing Date shall be delayed if there are necessary to allow for said thirty (30) day period. If Seller fails to have such unpermitted exceptions removed (or insured over to Purchaser's reasonable satisfaction), Purchaser may elect, as its sole remedy, by notice to Seller given within five (5) days following the earlier to occur of: (i) any monetary liens the date Seller informs Purchaser that such unpermitted exceptions will not be removed or other title exceptions that Purchaser objects to (“Title Objections”) insured over; or (ii) any Survey Objection. In the expiration of said thirty (30) day period, to (a) terminate this Agreement (in which 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 Deposit shall be deemed forthwith returned to have waived its right to object to any Survey Objection.
Purchaser), or (b) After the Title Objection Date, if the Title Company raises any new exception to accept 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 such unpermitted exceptions and close 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 prior to the Closing Date and was not renewedtransactions contemplated hereby.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Buyer shall promptly, but in no event more than five (a5) Purchaser has ordered business days after the Effective Date, order a commitment for the issuance of an owner’s title insurance commitment with respect policy (the “Commitment”) issued by Kansas Secured Title, or another title company agreed upon by Xxxxx and Seller (the “Title Company”), wherein the Title Company agrees to insure, for the full amount of the Purchase Price allocated to the Real Property issuedor such other amount designated by Buyer. Upon receipt of the Commitment, by the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser Buyer shall provide a true, correct, and complete copy of the Commitment to Seller. The Commitment shall provide for the issuance of a standard owner’s title insurance policy to Buyer showing good and marketable title to the Real Property in Seller free from all liens and Claims except Permitted Exceptions, standard exceptions contained in the Title Commitment, together with legible copies and mortgages and security interests of record which shall be released at the time of Closing. Buyer is responsible for the cost of the title exceptions listed thereonCommitment, including, without limitation, all search fees, and updates, the policy premium and any endorsements requested by Buyer. On or before August 8Xxxxx agrees to notify Seller, 2013 (the “Title Objection Date”), Purchaser shall notify Seller in writing, within ten (10) business days after receiving the Commitment and all related title documents of objections, if there are (i) any monetary liens or other any, to the title exceptions that Purchaser objects to the Real Property (“Title Objections”) or (ii) ). If Buyer receives 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 updates to the Real PropertyCommitment before Closing, Purchaser’s counsel Buyer shall have five (5) Business Days after he or she receives notice business days following receipt of such exception (update and legible copies of all documents reference therein to notify Seller of Buyer’s Title Objections shown on any such update which were not disclosed or apparent on the “New Objection Date”) (previously delivered Commitment. If any valid Title Objections are timely given, Seller shall have until Closing, or such additional time as promptly as possible is agreed upon by Xxxxx, within which to cure the same, and have a revised Commitment issued and delivered to Buyer. Xxxxx acknowledges that certain mortgages and security interests may appear of record which Seller shall satisfy and remove at Closing. If any Title Objections are not cured within the time provided, Buyer shall the right to either waive such uncured Title Objections at or 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 accept the Real Property and which with such title as Seller is obligated to pay and discharge will be credited against may provide without reduction in the Purchase Price (subject and to close the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on Transactions in accordance with 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions terms of this Agreement, or, alternatively, the right to terminate this Agreement. Seller is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the responsible for any title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such liencurative actions.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered a Seller shall convey good and indefeasible title insurance commitment with respect to the Real Property issuedto Purchaser at Closing, subject only to the “Permitted Encumbrances” (as defined below). During the Inspection Period, Purchaser shall request and obtain from Title Company a commitment for a standard Owner's Policy of Title Insurance issued by the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide insuring good and indefeasible fee simple title to Seller the Title CommitmentLand, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have until December 15, 2013 2010 to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation (hereby confirmed) to remove all “Mortgages” and “Monetary Liens” (each as defined below) by Closing, as further described in Section 4.1.3(b) below, whether or not Purchaser objects thereto. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and neither party shall have any further obligation hereunder except for the Surviving Obligations. All exceptions set forth in the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”.
(b) In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, in its reasonable discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging (i) any monetary liens or other title exceptions Unacceptable Encumbrances that Purchaser objects to (“Title Objections”) or arise as a result of Seller’s intentional acts, (ii) any Survey Objectionmortgages or deeds to secure debt that appear on the Title Commitment (the “Mortgages”), and (iii) all mechanics, judgment, tax and other monetary liens and encumbrances of liquidated amounts (excluding, however, current, non-delinquent taxes and assessments) affecting the Property which were voluntarily caused or created by, through or under Seller (collectively, the “Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances, Mortgages and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (x) the Closing 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”y) 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 days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (z) ten (10) days after 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)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions of this Agreementimmediately preceding sentence, is required upon prior written notice to Seller and Escrow Agent, the Xxxxxxx Money shall be discharged or satisfied by Seller, Seller shall not be required delivered to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingPurchaser, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser neither party shall have any further obligation hereunder except for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Preferred Apartment Communities Inc)
Title Commitment. Seller has (ai) caused to be issued and delivered to Purchaser has ordered a title insurance commitment with respect to (the Real Property issued, "TITLE COMMITMENT") issued by the Heritage Title Company (the “"TITLE COMPANY"), accompanied by a copy of all recorded documents affecting the Property and listed as exceptions in Schedule B of the Title Commitment”Commitment and (ii) delivered to Purchaser a copy of the existing ALTA survey of the Premises prepared by Xxxx Xxxxxx Engineers, dated September 16, 2003 as updated on November 19, 2003 (the "Survey"). On or before July 25, 2013At least ten (10) days prior to the Outside Termination Date, Purchaser shall provide furnish Seller with notice of any objections Purchaser has to Seller the Title CommitmentCommitment and Survey (collectively, together with legible copies the "TITLE OBJECTION DATE"); provided, however, Seller shall have no obligation to cure any such objections. Any matters existing as of the title exceptions listed thereon. On or before August 8, 2013 (the “Title Objection Date to which Purchaser does not object, shall be deemed Permitted Exceptions. All defects, encumbrances, encroachments or other objections to title that exist as of the Outside Termination Date and which Seller has not in this Contract or in a separate writing expressly agreed to remove, shall be deemed Permitted Exceptions. Following the Outside Termination 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 within five (5) Business Days after he days of becoming aware of any other defects, encumbrances, encroachments or she receives notice of such exception (the “New Objection Date”) (other objections to title that are not Permitted Exceptions. Any defects, encumbrances, encroachments or as promptly as possible prior other objections to the Closing if such notice is received title that are not Permitted Exceptions that are not timely objected to in accordance 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 this Section 8.1 shall 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Contract of Sale (Inland Western Retail Real Estate Trust Inc)
Title Commitment. (a) Purchaser has ordered Purchaser, at Purchaser’s sole cost and expense, may obtain a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”)) of the Property issued by a Title Insurance Company (“Title Company”) acceptable to Purchaser. On or before July 25, 2013, Purchaser shall provide to Seller forward a copy of the Title Commitment, together with legible copies if any, to Seller within five (5) calendar days of receiving it. If Purchaser desires a survey (“Survey”) of the title exceptions listed thereonProperty, Purchaser may, at Purchaser’s sole cost and expense, obtain a Survey of the Property and upon receipt of said Survey, Purchaser shall deliver a copy of it to Seller. On If the Title Commitment or before August 8the Survey shows that all or part of the Property is unmarketable, 2013 or subject to a defect, lien, encumbrance, easement, condition or restriction which is unacceptable to Purchaser (the each, a “Title Objection DateObjection”), Purchaser shall notify deliver written notice of such Title Objection (“Title Objection Notice”) to Seller on or before the 30th calendar day following the Effective Date. For purposes of this Agreement, the 30 calendar day period provided for in writingthe preceding sentence is hereinafter referred to as the “Inspection Period”. If Purchaser has not delivered a Title Objection Notice to Seller prior to the expiration of the Inspection Period, if there are Purchaser shall be deemed to have approved title to the Property and to have waived its ability to terminate this Agreement for the failure of this Condition. If Seller is unable or unwilling to cure a Title Objection, Seller shall send Purchaser prompt written notice (“Seller’s Notice”) of that fact [but, in any event, within ten (10) calendar days after receipt of the Title Objection Notice]. Within five (5) calendar days after the date of Seller’s Notice, Purchaser shall elect to either: (i) waive such Title Objections which Seller is unable or unwilling to cure and accept such title to the Property as Seller is able to convey, without any monetary liens reduction in the Purchase Price and without any liability on the part of Seller (such waiver of liability by Purchaser being deemed to survive the Closing or other title exceptions that Purchaser objects to (“Title Objections”) termination of this Agreement); or (ii) any Survey Objection. In the event Seller does not receive terminate this Agreement by delivering written notice of termination to Seller and thereafter Seller shall repay the Xxxxxxx Money to Purchaser. After termination, neither Purchaser nor Seller shall have any Title Objections further rights or Survey Objection obligations under this Agreement or liability to the other, except for those obligations which survive the termination of this Agreement. Each Party shall bear its own costs incurred hereunder. Any notice of termination provided for in this paragraph must be received by Seller not later than the Title Objection Datefifth (5th) calendar day after the date of Seller’s Notice. If Seller has not received a notice of termination from Purchaser on or before the fifth (5th) calendar day after Seller’s Notice, 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 ability 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, terminate this Agreement pursuant to the provisions of this Agreement, is required paragraph and to be discharged or satisfied have elected to accept the title to the Property that Seller will deliver at Closing. All matters which are not timely objected to by Seller, Seller shall not be required to discharge or satisfy the same Purchaser which are: (i) of record provided the money necessary to satisfy the lien is retained by record; (ii) contained in the Title Company at Closing, Commitment (if any); or (iii) disclosed in the Survey (if any) shall be deemed to have been approved by Purchaser. The following are collectively hereinafter referred to as “Permitted Encumbrances”: (i) installments or real estate taxes and the Title Company either omits the assessments (general and special) constituting a lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of on the Property, that may be a lien against the Property on the Closing Date, shall be but not yet due and payable; (ii) all matters which an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release accurate survey of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, would disclose; (iii) all other matters approved or other returns against other persons having names the same as or similar deemed to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, have been approved by Purchaser; and such search results shall not be deemed (iv) all Title ObjectionsObjections subsequently waived by Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Commitment. Within fifteen (a15) days after the Effective Date and at least fifteen (15) days prior to Closing, Seller will furnish to 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) covering the Property with insurance in an amount equal to the total Purchase Price, 2013, Purchaser shall provide to Seller issued by the Title Commitment, Company together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 all instruments (the “Title Objection DateInstruments”), ) reflected as exceptions therein. The Title Commitment will show Seller to be owner of good and indefeasible fee simple title. Purchaser shall have fifteen (15) days (the “Review Period”) after receipt of the Survey, Title Commitment, and Title Instruments in which to examine same and either accept title and survey matters as it then is (“No Objections Acceptance”) or to notify Seller in writing, if there are (i) writing of any monetary liens or other title exceptions that Purchaser objects objections to (“Title Objections”) or (ii) any Survey Objectionsame. In the event of notification to 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 objections by Purchaser, Seller may, but shall have no obligation to, undertake to eliminate or modify such objectionable items to the reasonable satisfaction of Purchaser within fifteen (15) days (the “Permitted ExceptionsCure Period”) after receipt of such notice of objections. If Purchaser’s objections cannot be so cured to Purchaser’s reasonable satisfaction on or before the expiration of the Cure Period, Purchaser, at its sole and exclusive option, may elect to accept title and survey matters as it then is (“Purchaser’s Title and Survey Approval”) and shall be deemed to have waived its right to object waive all objections to any Survey Objection.
other unpermitted exceptions by serving written notice to Seller within fifteen (b15) After days following the Title Objection Date, if expiration of the Title Company raises any new exception to title to the Real Property, PurchaserSeller’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), Cure. Failure to provide Seller with written notice if such exception constitutes a of Purchaser’s Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will and Survey Approval within said fifteen (15) day period shall be deemed Purchaser’s election to have accepted terminate this Contract. Notwithstanding anything contained herein to the contrary, Seller shall be obligated (at its sole cost) to cause to be released and reconveyed from the Property and to remove as exceptions to title set forth on any updates prior to the Title Commitment as Permitted Exceptions.
Closing, (ccollectively, the “Mandatory Cure Items”) 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) all any security instrument securing an indebtedness of Seller encumbering the personal property covered by such security interests are no longer in Property or on the Real Property, or any portion thereof; (ii) such personal property is the property of a Tenantall monetary liens, including without limitation, tax liens, judgment liens, and Seller executes and delivers an affidavit mechanic’s liens, arising by, through or under Seller. If this Contract is terminated in accordance with the terms of this Section 2.02, the Xxxxxxx Money shall be promptly returned to such effect, or the security interest was filed more than five (5) year prior Purchaser upon Purchaser’s written request to the Closing Date Escrow Agent and was neither party shall thereafter have any further duties, rights or obligations hereunder; except as to those obligations hereunder that expressly survive a termination of this Contract. Any exceptions accepted by Purchaser or not renewed.
(d) If on timely objected to as aforesaid shall be hereafter collectively referred to as “Permitted Encumbrances”. Title to the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company delivered at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if free and clear of all matters except the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsPermitted Encumbrances.
Appears in 1 contract
Samples: Contract of Sale (Inland Land Appreciation Fund Ii Lp)
Title Commitment. Survey, and Title Policy Insurance. The parties agree to use First American Title Insurance Company, located at 000 XX Xxxxxx Xx., Xxxxx 000, Xxxxxxxx, XX 00000 (the “Title Company”) as the title company for the transaction contemplated herein.
(a) Prior to the Effective Date hereof, Purchaser has ordered shall have obtained a commitment for 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 ) from the Title CommitmentCompany, committing to insure title to the Willbridge Facility Real Property and setting forth the status of title and showing all liens, claims, encumbrances, rights-of-way, reservations, restrictions, and other matters of record, if any, affecting the Willbridge Facility Real Property, 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 all instruments of record referred 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 Objectiontherein.
(b) After If Purchaser so desires, Purchaser may, at its sole cost and expense, cause a ground survey of the Title Objection DateWillbridge Facility Real Property (the “Survey”) to be performed and completed. If Purchaser chooses to obtain a Survey, if Purchaser shall provide Seller with copies of the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have Survey within five (5) Business Days after he or she receives notice business days 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 ExceptionsPurchaser’s receipt thereof.
(c) All taxes, water rates Seller shall have no obligation to cure any title defects or charges, sewer rents and assessments, plus interest and penalties thereon, which remove any title exceptions related to matters reflected 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 Title Commitment except to the provision for apportionment extent such defects or exceptions are not Permitted Liens, in which case Seller shall remove or cure all of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If such defects or matters 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 prior to the Closing Date and was not renewedbefore Closing.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant On or prior to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, Purchaser shall be an objection to title if obtain from the Title Company insures against collection thereof from or out an ALTA Owner’s Policy of the Real Property and/or the ImprovementsTitle Insurance, with extended coverage if Purchaser has obtained and provided further that Seller deposits with the Title Company with a sum of money or a parental guaranty reasonably acceptable Survey suitable to satisfy the Title Company and sufficient that such coverage may be issued with a liability value equal to secure a release the amount of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to SellerPurchase Price, and such search results shall not be deemed insuring marketable fee simple title to (or valid easement or leasehold interest in, as applicable) the Willbridge Facility Real Property, subject only to Permitted Liens (“Title Objections.Policy”). ARTICLE 3
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Commitment. Seller shall, within five (a5) Purchaser has ordered business days after the Effective Date, obtain and deliver to Buyer a title insurance current commitment with respect to the Real Property issued, by the for an ALTA Owner’s Title Company Insurance Policy (the “Title Commitment”)) from the Title Company relating to the Property in an amount equal to the Purchase Price for the Property. On The title commitment delivered hereunder shall insured good and marketable title as therein shown, name Purchaser as proposed insured, and be subject only to those exceptions as therein stated. Buyer shall have the right to have a survey (the “Updated Survey”) of the Property prepared at the sole cost and expense of Buyer and Buyer shall order such Updated Survey within five (5) days after the Effective Date. Buyer shall have until five (5) business days after receipt of the Title Commitment and Updated Survey, if applicable (the “Title Review Period”) to give Seller a detailed notice objecting to any exception or before July 25, 2013, Purchaser shall provide condition contained in the Title Commitment or the Updated Survey. If Buyer does not give notice of any objections to Seller within the Title Review Period, Buyer shall be deemed to have approved the title as shown in the Title Commitment, together with legible copies of the title exceptions listed thereon. On exceptions, and all matters shown on the existing survey or before August 8, 2013 (the “Title Objection Date”), Purchaser shall notify Seller in writingUpdated Survey, if there are any, and any such exceptions or matters shall become “Permitted Exceptions”. Notwithstanding anything to the contrary contained in this Agreement, Permitted Exceptions shall not include (i) any monetary liens requirements contained in the Title Commitment to be met or other title exceptions complied with by Seller as a condition to the issuance of the Title Policy (but excluding any requirements for Endorsements that Purchaser objects to (“Title Objections”) are provided or requested after the Due Diligence Period), or (ii) any Survey Objectionindebtedness or liens created by or through Seller shown in the Title Commitment, except the mortgage evidencing the Loan currently encumbering the Property, which are removable by the payment of money in an ascertainable amount (“Required Cure Items”), which Seller shall comply with, pay or have released, as the case may be, on or before the Closing. In Notwithstanding anything to the contrary contained herein, in the event any mechanic liens or other inchoate claims or liens (such as a commercial real estate broker commission) of a definite and ascertainable amount are being disputed by Seller does not receive written notice of any Title Objections in good faith at Closing, Seller shall have bonded or Survey Objection discharged such liens at or prior to Closing, and the coverage by the Title Objection DateCompany shall not make any exception for such liens or claims. If Buyer provides timely objections, 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 Seller shall have five (5) Business Days business days after he or she receives receipt of Buyer’s notice of such exception (the “New Objection DateTitle Cure Period”) in which to elect, by written notice to Buyer (“Seller’s Title Notice”), either (A) to cure Buyer’s objections, or (B) not to cure Buyer’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Buyer’s objections except as promptly as possible prior set forth in this Agreement. Notwithstanding the preceding sentence, Seller shall be obligated, at Closing, to cause Title Company to remove deeds of trust, mortgages, security deeds or other security liens encumbering the Property, except the currently existing mortgage in favor of Lender which will be assumed by Buyer, which are created by, through or due 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 Objectionacts of Seller. In the event Seller is unable to cause the Title Company to remove or insure over any Required Cure Items, Buyer’s sole remedy shall be to terminate the Agreement at which time the Title Company shall return the Exxxxxx Money to Buyer, the Seller shall reimburse Buyer for its third party out of pocket expenses up to $40,000.00, and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination). In the event that Seller fails to provide such written notice of its election to proceed under either clause (A) or (B) above, Seller shall be deemed to have elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the Title Cure Period for any reason, then, within five (5) days after receipt or deemed receipt of Seller’s Title Notice, Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement by giving a termination notice to Seller, at which time Title Company shall return the Exxxxxx Money to Buyer and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Buyer’s title as shown in the Title Commitment, the title exception documents, the existing survey or the Updated Survey, if any, and any such uncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of such Title Objection by the New Objection DateBuyer’s election to terminate under this Section, Purchaser Buyer will be deemed to have accepted waived the exceptions to title set forth on any updates to the Title Commitment as uncured objections and such uncured objections shall become “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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Residential Properties Trust, Inc.)
Title Commitment. Title to the Property shall be conveyed to Purchaser free from all liens, encumbrances, encroachments and other exceptions to title except (i) the Lease, (ii) matters caused by Purchaser or the activities of Purchaser or its agents, employees, consultants, contractors and representatives on the Property, (iii) real estate taxes, sewer rents and taxes, water rates and charges, vault charges and taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Property, including any so-called payments in lieu of taxes, in each case which are a lien but not yet due and payable, subject to proration in accordance with Section 6.3 below, (iv) the matters listed in Exhibit B attached hereto and made a part hereof, (v) applicable zoning and building ordinances and land use regulations and any and all other present and future laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting the Property, and (vi) those matters which are deemed to be Permitted Exceptions pursuant to Section 4.1(a) below (the matters in clauses (i) through (vi) of this Section 4.1 collectively referred to as the “Permitted Exceptions”). For the avoidance of doubt, Seller shall only be required to deliver a title affidavit in the form attached hereto as Exhibit K and any notation to Exhibit B that a matter will be omitted upon the Title Company’s receipt of a title affidavit shall not affect Seller’s obligations hereunder. In the event that any such matter is not omitted, such matter shall be deemed a Permitted Exception.
(a) Seller delivered to Purchaser has ordered an existing survey within Seller’s possession (the “Existing Survey”) and caused TitleVest Agency, LLC, with underwriting through First American Title Insurance Company (the “Title Company”) to deliver to Purchaser a preliminary title insurance commitment with respect to report covering the Real Property issuedLand having the latest revision date of June 10, by the Title Company 2016, denoted as “Agent’s File No. 159772-00 - Colonnade” (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of all instruments reflected as exceptions set forth therein. Purchaser had its surveyor, Ray & Xxxxxxxxx, P.C., prepare and deliver to Purchaser, the title exceptions listed thereon. On or before August 8Title Company and Seller a new ALTA survey thereof having the revision date of June 15, 2013 2016 (collectively with any Existing Survey, the “Survey”). All exceptions contained in Schedule B Part II of the Title Objection DateCommitment, other than those marked as “omit”, and any matter shown on the Survey shall be deemed a Permitted Exception. With respect to any title matters first arising after the date of the Title Commitment and prior to the Closing which materially and adversely affect the value or operation of the Property, other than any of the Permitted Exceptions (to which Purchaser shall have no right to object), Purchaser shall notify Seller in writing, if there are have until the earlier of (i) any monetary liens or other title exceptions that Purchaser objects to three (“Title Objections”3) business days after Purchaser’s actual knowledge of such matters or (ii) the Closing Date to notify Seller in writing of Purchaser’s objection thereto (the “Purchaser’s Objections”). In the event Purchaser shall timely notify Seller of any Survey ObjectionPurchaser’s Objections, Seller shall have the right, but not the obligation, to cure such Purchaser’s Objections in its sole and absolute discretion. Within three (3) business days after receipt of Purchaser’s notice of Purchaser’s Objections (with the Closing Date automatically extended, if necessary, to allow for such response period) Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such Purchaser’s Objections. Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to cure such Purchaser’s Objections. If Seller elects or is deemed to have elected not to cure any Purchaser’s Objections specified in Purchaser’s notice, Purchaser shall have the following options, to be given by written notice to Seller within two (2) business days after Purchaser’s receipt of Seller’s notice electing not to cure such objection(s) (or, if Seller fails to deliver such notice, within two (2) 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 Permitted Exceptions, specifically including any matters objected to by Purchaser which Seller has elected, or is deemed to have elected, not to cure (which such matter(s) shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (ii) to terminate this Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Downpayment and all interest thereon shall be immediately returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those obligations which expressly survive the Closing or earlier termination of this Agreement (collectively, the “Surviving Obligations”). In the event Seller elects to cure any Purchaser’s Objections, this Agreement shall remain in full force and effect, and if Seller does not receive written notice of eliminate any Title Objections or Survey Purchaser’s 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 Scheduled Closing Date (as accepted or defined in Section 6.1(a) of this Agreement), as the same may be adjourned as expressly provided herein, unless the same is waived by Purchaser, Seller may adjourn the “Closing for a period or periods not to exceed thirty (30) days in order to attempt to eliminate such exception. In addition, if Seller fails prior to Closing (as it may be extended pursuant to the terms hereof) to cure or satisfy any Purchaser’s Objections that Seller has elected, or is required hereunder, to cure or satisfy, then Purchaser may: (a) accept a conveyance of the Property subject to the Permitted Exceptions”) and , specifically including such Purchaser’s Objections which Seller has failed to cure or satisfy (which such Purchaser’s Objections shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (b) terminate this Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate, the Downpayment and all interest thereon shall be immediately returned to Purchaser. Notwithstanding the foregoing, Seller will at its expense cause the Title Company to omit from the Policy, the following items (collectively, “Mandatory Liens”) by the Closing: (i) all mortgages that Seller has granted and that are recorded against the Property; (ii) liens or encumbrances voluntarily created by Seller after the Effective Date of this Agreement; and (iii) mechanics’, materialmans’ and other similar statutory liens arising from work performed by or on behalf of, or materials supplied to, Seller (as opposed to Tenant), in connection with the Property. Notwithstanding the foregoing, in no event shall a Mandatory Lien constitute a Permitted Exception and Purchaser shall have waived its right no obligation to object to any Survey ObjectionMandatory Lien.
(b) After If Seller shall adjourn the Title Objection Closing Date in order to cure Purchaser’s Objections in accordance with the provisions of this Section 4.1, Seller shall, upon the satisfactory cure thereof, promptly reschedule the Closing Date, if the Title Company raises any new exception upon written notice to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception Purchaser (the “New Objection Closing Notice”); it being agreed, however, that if any matters which are Purchaser’s Objections arise between the date the New Closing Notice is given and the rescheduled Closing Date”) (or as promptly as possible prior to , Seller may again adjourn the Closing if for an additional period or periods, not to exceed thirty (30) days in the aggregate, in order to attempt to cause such notice is received with less than five (5) Business Days prior Purchaser’s Objections 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 Exceptionseliminated.
(c) All taxesIn lieu of satisfying any liens or encumbrances (including Mandatory Liens) required to be satisfied under this Agreement, water rates Seller may, at its option, either deposit with the Title Company such sum of money 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 deliver to the provision for apportionment of taxes, water rates Title Company such affidavits and sewer rents herein contained) and shall not certificates as may be deemed a determined by the Title Objection. If on Company as being sufficient to induce 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 TenantCompany to, and provided the Title Company does, omit such liens or encumbrances from Purchaser’s title policy or affirmatively insure Purchaser (without additional charge or premium to Purchaser) against collection of liens and/or encumbrances required to be eliminated by Seller executes and delivers an affidavit to such effect, out of or the security interest was filed more than five (5) year prior against Purchaser’s title to the Closing Date Land and was not renewedthe Improvements.
(d) If on In addition, in lieu of satisfying any of the Closing Date the Real Property shall liens or encumbrances required to be affected by any lien which, pursuant to the provisions of satisfied under this Agreement, Seller may direct Purchaser to apply a portion of the Purchase Price to the satisfaction of such liens and encumbrances, provided that Seller shall, at the Closing, deliver to the Title Company instruments in recordable form sufficient to discharge such liens or encumbrances of record, together with the cost of recording or filing any such instruments. If request is made by Seller prior to the Closing, Purchaser, at the Closing, shall provide Seller with separate unendorsed certified or bank checks payable as directed by Seller and/or (as required by Seller) shall wire transfer immediately available federal funds for credit to be discharged or satisfied such bank account(s) as designated by Seller, Seller shall in an aggregate amount not be required to discharge or satisfy exceed the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out balance of the Real PropertyPurchase Price, and a credit is given as adjusted, to Purchaser for facilitate the recording charges for a satisfaction or discharge of any such lienliens or encumbrances.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if If the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title Commitment discloses judgments, bankruptcies, bankruptcies or other returns against other persons having names the same as as, or similar to to, that of Seller, Seller will Seller, on request, shall deliver to Purchaser an affidavit stating the Title Company affidavits showing that such judgments, bankruptcies or other returns do are not apply against Seller.
(f) Notwithstanding anything else contained herein to Sellerthe contrary, Permitted Exceptions shall include (i) any liens which encumber the leasehold estate of Tenant, (ii) all financing statements for the benefit of a vendor or supplier of Tenant’s equipment or personal property, and such search results shall not be deemed Title Objections(iii) all liens or other encumbrances which are the responsibility of Tenant under its Lease.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect hereby acknowledges its receipt of the Title Commitment. Purchaser shall deliver written notice to the Real Property issued, by Seller and the Title Company on or before the expiration of three (3) Business Days after the receipt of the New Survey (such notice being called the “Title CommitmentObjection Notice”). On or before July 25, 2013, Purchaser shall provide ) if the condition of title to Seller the Property as set forth in the Title CommitmentCommitment is not satisfactory. In the event Purchaser states in the Objection Notice that the condition of title to the Property is not satisfactory, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 Seller may (the “Title Objection Date”but shall not be obligated to), Purchaser shall notify Seller at Seller’s sole cost and expense, undertake to eliminate or modify all unacceptable matters described in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects the Objection Notice to (“Title Objections”) or (ii) any Survey Objectionthe reasonable satisfaction of Purchaser. In the event Seller does has not receive satisfied (or elected to satisfy by Closing) such objections between the date Seller receives the Objection Notice and 5:00 p.m. Dallas, Texas time one (1) Business Day before the expiration of the Inspection Period (such period being called the “Cure Period”), Purchaser may, at its option and as its sole remedy, either (a) accept title to the Property subject to the objections raised by Purchaser, without an adjustment in the Purchase Price, in which event such objections shall be deemed to be waived for all purposes, or (b) terminate this Agreement by written notice delivered to the Title Company and Seller prior to 5:00 p.m. Dallas, Texas time on the final day of any Title Objections or Survey Objection the Inspection Period, in which event the Escrow Deposit shall be delivered to Seller by the Title Objection DateCompany and this Agreement shall be of no further force or effect. Notwithstanding the foregoing, TIME BEING OF THE ESSENCEif Seller fails to cure any Monetary Lien or if Purchaser terminates this Agreement pursuant to Section 1.04(f), then the Escrow Deposit shall be refunded to Purchaser will be deemed to have accepted or waived such exceptions to title set forth on by the Title Commitment as permitted exceptions (as accepted or waived Company. If Seller has not responded to Purchaser’s Objection Notice by Purchaserthe end of the Cure Period, the “Permitted Exceptions”) and Seller shall be deemed to have waived its right given notice that it does not intend to object to cure any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, of Purchaser’s counsel objections. If Purchaser shall have five fail to deliver the Objection Notice upon the earlier to occur of (5i) no later than three (3) Business Days after he or she receives notice receipt 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 PropertySurvey, 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 prior to the Closing Date expiration of the Inspection Period, Purchaser shall be conclusively deemed to have approved the condition of the title to the Property as set forth in the Title Commitment and was not renewed.
(d) If on the Closing Date the Real Property New Survey, and all matters set forth therein shall be affected by any lien whichincluded within the Permitted Exceptions (as hereinafter defined). Notwithstanding the foregoing, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller at its cost, shall not be required obligated to discharge cure or satisfy the same of record provided the money necessary to satisfy the lien is retained remove by the Title Company at Closing, the following: all mortgages and the Title Company either omits the lien as an exception from the title insurance commitment or insures deeds of trust against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien mechanics’ and materialmens’ liens and all other liens against the Property on the Closing Dateof a liquidated amount, shall be an objection to title if the Title Company insures against collection thereof from including any interest, penalties and fees associated therewith arising by, through or out of the Real Property and/or the Improvements, and provided further that under Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections(collectively “Monetary Liens”).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Resource Apartment REIT III, Inc.)
Title Commitment. 1. Within ten (a10) Purchaser has ordered a days following the Effective Date, Seller’s attorney shall cause First American Title Insurance Company (“Title Company”) to issue and deliver to Buyer an A.L.T.A. title commitment for an owner’s title insurance commitment with respect to policy in the Real Property issued, by amount of the Title Company Purchase Price (the “Title Commitment”), showing marketable fee simple title to the Property vested in Seller. On or before July 25, 2013, Purchaser The Title Commitment shall provide be accompanied by one (1) copy of every exception to Seller title set forth therein. All costs of the Title Commitment shall be borne by Seller.
2. Upon receipt of the Title Commitment, together with legible copies of Buyer shall have ten (10) days within which to examine the title Title Commitment and give written notice to Seller, within such 10-day period, specifying any exceptions listed thereon. On or before August 8, 2013 that show in the Title Commitment that are not permitted exceptions (the “Title Objection DateDefects”), 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 a valid mortgage or lien appears of record it will be discharged by Seller does at or prior to Closing or from the Closing proceeds and such encumbrance or lien will not receive be considered to be a Title Defect. Seller shall have a period of ten (10) days after receipt of such written notice of any Title Objections objections within which Seller shall undertake reasonable efforts to cure or Survey Objection by remove the Title Objection DateDefects of which notice in writing has been so given; provided, TIME BEING OF THE ESSENCEhowever, 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, that Seller shall not be required to discharge maintain any lawsuit to cure or satisfy the same remove any of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and Defects or to expend costs in excess of FIVE THOUSAND DOLLARS ($5,000.00) in total related to such curative efforts (other than with respect to such liens described above). At the end of such 10-day period Seller shall provide Buyer with a written report setting forth the status of its efforts to cure or remove the Title Company either omits Defects and its efforts undertaken in connection therewith. In the lien as an exception from event Seller fails to cure or remove the title insurance commitment or insures against collection thereof from out Title Defects within such 10-day period, then Buyer may, at its option, elect prior to the end of the Real PropertyInspection Period to (a) accept title subject to the uncured Title Defects raised by Buyer, and a credit is given to Purchaser for without an adjustment in the recording charges for a satisfaction or discharge of such lien.
(e) No franchisePurchase Price, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of in which event the Property, that may be a lien against the Property on the Closing Date, uncured Title Defects shall be an objection deemed to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptciesbe waived for all purposes, or other returns against other persons having names (b) terminate this Agreement, whereupon the same as or similar Deposit shall be returned to that Buyer and this Agreement shall be of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, no further force and such search results shall not be deemed Title Objectionseffect (except for any indemnifications which survive hereunder).
Appears in 1 contract
Samples: Sale Agreement (Cornerstone Core Properties REIT, Inc.)
Title Commitment. Seller, at Seller’s sole expense, shall obtain a commitment (athe “Title Commitment”) Purchaser has ordered a for title insurance commitment with respect to the Real Property issued, issued by the Kenzley Title Company (the “Title CommitmentCompany”), showing merchantable title to the Real Estate in Seller, committing the Title Company to issue an ALTA Owner's Policy of Title Insurance with extended coverage over the standard or general exceptions to title (the “Owner’s Policy of Title Insurance”) for the amount of the Purchase Price or such other amount as Purchaser and the Title Company may agree. On or before July 25Buyer shall, 2013at Buyer’s expense, Purchaser procure an ALTA survey and cause the same to be certified to the Title Company. Seller shall provide the Title Commitment to Seller Purchaser or Purchaser’s attorney within twenty (20) days of the execution of this Agreement. Within ten (10) days after receiving 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 of any objections to the form and/or contents of the Title ObjectionCommitment (the “Objection Notice”). In the event Seller If Purchaser does not receive notice of such provide Seller with the Objection Notice in a timely manner, the Title Objection by the New Objection Date, Purchaser will Commitment shall be deemed accepted by Purchaser. Further, matters not objected to have accepted by Purchaser in the exceptions to title set forth on any updates Objection Notice with respect to the Title Commitment shall be deemed acceptable to Purchaser and shall be a Permissible Exception. Notwithstanding the foregoing, Seller shall be obligated to discharge and satisfy, at or prior to Closing and without the need for such items to be included in any Objection Notice, any liens, mortgages, mechanic or materialmen liens, judgment liens or any other liens evidencing monetary encumbrances against the Real Estate, which (i) are judgment, income tax, mechanic’s or materialmen’s liens held by persons claiming through or under Seller, (ii) are liens for delinquent real estate taxes, or (iii) were voluntarily granted by Seller as Permitted Exceptionssecurity for indebtedness, including, deeds of trust, mortgages or any other instrument securing debt of Seller or its affiliates identified in the Title Commitment (collectively, the “Seller’s Monetary Encumbrances”). If Purchaser provides Seller with the Objection Notice in a timely manner, the following procedure shall be utilized:
i. Seller, in its discretion, may elect, by providing Purchaser written notice within ten (10) days from receipt of Purchaser’s Objection Notice, to either (a) decline to cure such objections, or (b) utilize good faith efforts to cure such objections to the reasonable satisfaction of Purchaser (“Seller’s Election Notice”).
ii. If Seller (a) fails to cure such objections to the reasonable satisfaction of Purchaser within ten (10) days after Purchaser’s receipt of Seller’s Election Notice, (b) declines to cure such objections or (c) All taxesdoes not provide Purchaser with Seller’s Election Notice in a timely manner, water rates or chargesthen Purchaser may elect, sewer rents and assessmentsas its exclusive remedies, plus interest and penalties thereonto either (x) terminate this Agreement, in which on case all obligations of 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 taxesparties hereunder shall cease, 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 except as otherwise provided in or on the Real Propertythis Agreement, or (iiy) such personal property is accept the property Title Commitment and proceed to Closing. Purchaser shall provide Seller written notice of a Tenant, and Seller executes and delivers an affidavit to such effect, its election on or the security interest was filed more than five (5) year prior to before the Closing Date and was not renewed(“Purchaser’s Election Notice”).
(d) iii. If on Purchaser does not provide Seller with Purchaser’s Election Notice in a timely manner, this Agreement shall thereafter be considered terminated and all obligations of the Closing Date the Real Property parties hereunder shall be affected by any lien whichcease, pursuant to the provisions of except as otherwise provided in this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Commitment. (a) Purchaser has ordered shall cause the Title Company to furnish to Purchaser (i) a preliminary title insurance report or title commitment with respect (the "COMMITMENT") and (ii) copies of all recorded documents referred to on Schedule B of the Real Property issued, Commitment as exceptions to coverage (the "TITLE DOCUMENTS").
(b) Purchaser shall have the right to object in writing to any matters shown on the Commitment or disclosed by the Title Company Documents, the Existing Survey or any updated or subsequent survey that are not Permitted Exceptions (individually, a "TITLE OBJECTION" and collectively, the “Title Commitment”)"TITLE OBJECTIONS") prior to the date which is the tenth (10th) Business Day following the execution and delivery of this Agreement. On or before July 25, 2013, Purchaser shall provide have the further right to order a run-down title examination prior to Closing, and to submit to Seller any Title Objection which may have arisen since the initial Commitment. Unless Purchaser shall timely object to any exceptions or matters shown on or disclosed by 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 DateDocuments, TIME BEING OF THE ESSENCEthe Existing Survey or any updated or subsequent survey, then Purchaser will all such exceptions and matters (other than exceptions relating to the matters described in Section 6.2(c)) shall 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 “constitute additional Permitted Exceptions”. Seller may elect (but, subject to Section 6.2(c), shall not be obligated) to remove or cause to be removed, at Seller's expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal. Seller shall notify Purchaser in writing within ten (10) days after receipt of Purchaser's notice of Title Objections whether Seller elects to remove same. If Seller fails to provide such notice, Seller shall be deemed to have waived elected not to cure such Title Objections. If Seller is unable to remove any Title Objections in a manner acceptable to Purchaser (in Purchaser's reasonable discretion), prior to the Closing, or if Seller elects not to remove one or more Title Objections, Purchaser may elect, as its right sole and exclusive remedy therefor, to object either (i) terminate this Agreement by giving written notice to Seller on or before the earlier of the date that is three (3) Business Days after receipt of Seller's notice or three (3) Business Days after the expiration of the foregoing ten (10) day period, in which event the Xxxxxxx Money Deposit shall be paid to Purchaser, upon Purchaser's unilateral written instructions to the Escrow Holder within the foregoing time period, Purchaser shall return the Purchaser's Information to Seller, and thereafter the parties shall have no further rights or obligations hereunder except for the Termination Surviving Obligations or (ii) waive such Title Objections, in which event such Title Objections shall be deemed additional "Permitted Exceptions" and the Closing shall occur as herein provided without any Survey Objection.
reduction of or credit against the Purchase Price. If before the end of the period set forth in (bi) After the Title Objection Dateabove, if the Title Company raises any new exception Purchaser fails to give Seller and Escrow Agent such written notice, then Purchaser shall be deemed to have elected to take 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 Property subject 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 Objections pursuant to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted ExceptionsSection 6.2(b)(ii).
(c) All taxesNotwithstanding any provision of this Section 6.2 to the contrary, 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 obligated, prior to or at the Purchase Price (subject Closing, to cure exceptions to title 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 Property relating to (i) the personal property covered by such liens and security interests are no longer in or on securing the Real Propertyloan from GELCO Corporation to Seller, or (ii) such personal property is any other monetary liens or security interests against Seller's interest in the property of a TenantProperty (including, without limitation mechanics' liens, judgment liens and Seller executes tax liens against Seller's interest in the Property), (iii) all taxes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year assessments due and payable for any period prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and (iv) any exception to title created after the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out effective date of the Real Property, and a credit is given Commitment that has not been consented to Purchaser for the recording charges for a satisfaction or discharge of such lienby Purchaser.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Imclone Systems Inc/De)
Title Commitment. Within ten (a10) business days after the Date of Agreement Seller shall deliver to Purchaser has ordered a current Texas form title commitment (or such other comparable form as may be reasonably acceptable to Purchaser and customary in the state where the Property is located) (the "Title Commitment") for an owner's title insurance commitment with respect policy issued by the title company identified in Line 10 of the Summary Statement (the "Title Company") in the amount of the Purchase Price, covering title to the Real Property issuedLand, by the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller the Title CommitmentImprovements and Appurtenant Rights, together with legible copies of each of the documents underlying the title exceptions listed thereontherein. On or before August 8, 2013 the date which is five (5) days after Purchaser's receipt of the “Title Commitment ("Title Objection Date”"), Purchaser shall will notify Seller in writing, if there are (i) any monetary liens or other writing as to those title exceptions that listed in the Title Commitment which it will accept as Permitted Exceptions (the "Exception Notice"). If Purchaser objects fails to (“Title Objections”) provide Seller the Exception Notice on or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by before the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will the title exceptions listed in the Title Commitment shall 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 “be Permitted Exceptions”) Exceptions and Purchaser shall be deemed to have waived its right to object to any Survey Objection.
such exceptions. Seller shall have the right, but not the obligation, until the sooner of (bx) After the Title Objection Closing Date, if or (y) the Title Company raises any new exception to title to date which is ten (10) days after the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she date Seller receives notice of such exception the Exception Notice (the “New Objection sooner of which is hereinafter referred to as the "Title Clearance 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 all title exceptions other than Permitted Exceptions (collectively, the exceptions to title set forth on any updates to "Unpermitted Exceptions") removed from the Title Commitment as Permitted or to have Title Company commit to insure, at Seller's expense, against any and all loss or damage that may be occasioned by any such Unpermitted 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 Seller fails on or before the Closing Title Clearance Date there shall be security interests filed against to reasonably demonstrate to Purchaser that the Real PropertyUnpermitted Exceptions have been removed, or in the alternative, that Seller has obtained a commitment for title indemnification or title insurance over such items shall not be Unpermitted Exceptions in form reasonably acceptable to Purchaser, then, in either such case, Purchaser shall, as its sole remedy, have the option (the "Title Objections if Election") to either (i) terminate this Agreement, whereupon the personal property covered by such security interests parties hereto shall have no further obligations hereunder (except for obligations which are no longer in or on expressly intended to survive the Real Propertytermination of this Agreement), and receive a return of the Earnest Money, or (ii) such personal property is proceed with Closing, in which event the property Purcxxxx Xxice shall be reduced by an amount equal to the aggregate amount of all tax, judgment, mechanics' and lender's liens of a Tenant, definite and ascertainable amount that constitute Unpermitted Exceptions and Purchaser shall be deemed to have waived any objection to any other Unpermitted Exceptions. If Purchaser fails to notify Seller executes and delivers an affidavit to such effect, or the security interest was filed more than of its Title Election within five (5) year prior to days after the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property Title Clearance Date, Purchaser shall be affected by any lien whichdeemed to have elected to proceed with the Closing, pursuant to the as set forth in subclause (ii) above. The provisions of this Section 6 shall survive the termination of this Agreement. Notwithstanding the foregoing, is required to be discharged or satisfied by SellerPurchaser acknowledges and agrees that Seller recently refinanced the Property and in connection therewith provided a title insurance policy (number 00908922) dated April 15, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by 2002 and hand marked May 1, 2002 from the Title Company at Closingto its lender, National City Bank, a copy of which has been provided to Purchaser (the "Existing Lender's Title") and that all exceptions from coverage other than the loan insured thereby listed in such Existing Lender's Title Company either omits shall constitute Permitted Exceptions for purposes of this Agreement. In addition, anything contained in this Agreement to the lien as an exception from contrary, the Purchaser shall be responsible for the cost of any title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search premium in excess of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that insurance coverage of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections$6,600,000.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (T Reit Inc)
Title Commitment. (a) Purchaser has ordered As soon as practicable after the Effective Date, at Seller's expense, a title commitment that Purchaser agrees is satisfactory for an ALTA Form B owner's policy of title insurance commitment with respect to the Real Property issued, ("Commitment") issued by the North American Title Company (the “"Title Company"), in the amount of the Purchase Price showing marketable title in Seller. Title Company shall supply Purchaser with an endorsement updating the effective date of the commitment and disclosing any new matters of record within forty-eight (48) hours of the Effective Date. If the Commitment discloses exceptions to such title, Purchaser, within ten (10) business days following the date on which Purchaser receives the Commitment”). On or before July 25, 2013, Purchaser shall provide deliver 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 DatePurchaser's objections, TIME BEING OF THE ESSENCEif any, then to such exceptions. If Purchaser will be deemed fails to have accepted or waived deliver such exceptions written notice of objections to title set forth on the Title Commitment as permitted exceptions Seller within such ten (as accepted or waived by Purchaser10) day period, the “Permitted Exceptions”) and Purchaser shall be deemed to have waived its right to object to such exceptions. If Purchaser shall so object to any Survey Objection.
(b) After the Title Objection Datesuch exceptions, if Seller and the Title Company raises any new exception to title to shall notify Purchaser within twenty (20) business days following the Real Property, date of Purchaser’s counsel shall have five (5) Business Days after he or she receives 's 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 objections that either (i) the personal property covered exceptions have been, or will be at or prior to Closing, removed from the Commitment or are or will be insured over by such security interests are no longer in or on the Real PropertyTitle Company pursuant to an endorsement to the Commitment, or (ii) such personal property Seller has failed to arrange to have the exceptions removed or insured over by the Title Company. Seller will, if title is found unmarketable, use diligent efforts to correct defect(s) in title within the property of a Tenanttime provided therefore, and but is not obligated to bring any suits to correct title. If Seller executes and delivers an affidavit does not notify Purchaser that it has arranged to have the exceptions removed or insured over within said twenty (20) day period, Purchaser may elect either:
(1) to terminate this Agreement; or
(2) to take title as it then is, as shown on the Commitment, subject to such effect, or exceptions (the security interest was filed more than five "Permitted Exceptions"). Notice of such election must be made within ten (510) year prior business days following expiration of said twenty (20) day period. If Purchaser does not give such notice of its election to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of so terminate this Agreement, is required to be discharged or satisfied by Seller, Seller this Agreement shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, remain in full force and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on effect. On the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out shall issue an owner's title insurance policy at Purchaser's option and cost insuring fee simple title in Purchaser as of the Real Property and/or the ImprovementsClosing Date, and provided further that Seller deposits in accordance with the Title Company a sum of money or a parental guaranty reasonably acceptable Commitment, subject only to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsPermitted Exceptions.
Appears in 1 contract
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 Within five (5) Business Days after he or she receives notice the Opening of such exception Escrow, Seller shall cooperate with Buyer to cause the Title Company to furnish to Buyer a title commitment ("Title Commitment") for issuance of an ALTA Extended Owner's Policy of Title Insurance covering all of the “New Objection Date”) (or as promptly as possible prior Property to be purchased by this Agreement in an amount equal to the Purchase Price, issued by the Title Company together with certified copies of all instruments reflected as exceptions therein, including, but not limited to, any easements, restrictions, reservations, terms, covenants, or conditions which may be applicable to or enforceable against any of the Property. The Title Commitment will show Seller to be owner of fee simple title and will contain the "standard printed exceptions." Within ten (10) days after receipt of the Title Commitment ("Title Review Period"), Buyer shall notify Seller in writing of Buyer's disapproval of any exception shown on the Title Commitment ("Disapproved Exception"). Any mortgage, deed of trust, mechanic's lien, delinquent tax lien, judgment lien or other monetary lien shown on the Title Commitment, if any, shall be removed by Seller at its expense before or at the Closing if such ("Monetary Liens"). Any exception not approved by Buyer in writing within the Title Review Period shall be deemed a Disapproved Exception. Only exceptions accepted by Buyer or to which Buyer waives its objection by written notice is received with less than shall be deemed accepted by Buyer ("Permitted Exceptions"). Within five (5) Business Days prior to the Closing)after receiving timely notice of any Disapproved Exception from Buyer, to provide Seller with shall deliver written notice if such exception constitutes a to Buyer specifying whether Seller will remove the Disapproved Exception from the Title ObjectionCommitment, except that Seller shall be required to remove all Monetary Liens as provided above. In the event If Seller does not receive agree to remove any Disapproved Exception or fails to deliver such notice of such Title Objection by the New Objection Dateto Buyer, 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 then Buyer may (i) the personal property covered by such security interests are no longer in or on the Real Propertywaive Buyer's prior disapproval and proceed to close Escrow, or (ii) such personal property is terminate this Agreement, in which event Escrow Holder shall cancel the property of a TenantEscrow and promptly return the Deposit to Buyer and all other documents and funds to the depositing party, and Seller executes and delivers an affidavit except as otherwise specified in this Agreement, the parties hereto shall have no further obligation to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions each other except for those obligations which expressly survive termination of this Agreement. Possession shall be delivered at Closing free and clear of all matters, is required to be discharged or satisfied by Seller, except the Permitted Exceptions. Seller shall not cause or permit any new exceptions to be required recorded with respect to discharge or satisfy the same of record provided Property that are not reflected in the money necessary Title Commitment unless approved by Buyer in writing. Seller agrees to satisfy the lien is retained by provide such affidavits and other documents as the Title Company at Closing, and may require to delete all exceptions for rights of possession or for mechanic's liens from the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienPolicy.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25) for a standard form ALTA Owner's Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment, and (iii) any liens or notices of violation issued by a governmental entity which could, if not cured, become a lien against the Property (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing 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”ii) 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 days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after 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)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. (a) Purchaser has ordered obtained a title insurance commitment with respect to covering the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller ) from the Title Commitment, together with legible copies title insurance company identified in Line 7 of the title exceptions listed thereon. On or before August 8, 2013 Summary Statement written on behalf of First American Title Insurance Company (the “Title Objection DateCompany”), .
(b) Purchaser shall notify and Seller in writing, if there agree that the following 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 permitted exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”): the matters set forth on the Schedule of Permitted Exceptions attached hereto as Schedule 5 and by this reference made part hereof.
(c) For purposes of this Agreement, all title exceptions that are not Permitted Exceptions are “Unpermitted Exceptions.” Purchaser hereby objects to all Unpermitted Exceptions. Seller shall have the right but not the obligation to extend the Closing Date for a period of up to fifteen (15) days (the expiration of such fifteen (15) day period, the “Title Clearance Date”) in order to have all title exceptions other than Permitted Exceptions (collectively, the “Unpermitted Exceptions”) cured and removed from title to the Real Property, subject to Seller’s mandatory cure obligations set forth below. If Seller fails on or before the Title Clearance Date to demonstrate to Purchaser’s sole satisfaction that the Unpermitted Exceptions have been cured and removed from title to the Real Property (or will be cured and removed from title concurrently with the Closing), Purchaser shall have the option in its sole and absolute discretion to either (i) terminate this Agreement, in which case the parties hereto shall have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement), or (ii) proceed with Closing, in which case, the Purchase Consideration shall be reduced by an amount equal to the aggregate amount of all tax, judgment, mechanics’ and other liens of a definite and ascertainable amount which were caused or permitted by Seller, and which may be cured by payment of a liquidated amount (other than any existing mortgage loan(s) and mezzanine loan(s) (collectively, the “Existing Loans”). Seller shall be obligated in all events to pay in full at or before Closing the outstanding principal and interest of all of Existing Loans.
(d) Notwithstanding the foregoing, Seller is obligated to pay at or before Closing and remove of record, all Existing Loans, all mechanics’ liens that are not created by or through the affirmative acts or omissions of Purchaser, all due and payable tax liens, and all such other liens and encumbrances as may be satisfied by the payment of a liquidated amount. Seller shall use, and Seller hereby authorizes and instructs Escrow Agent to disburse, the cash portion of the Purchase Price to effectuate the termination, re-conveyance and release of all liens and other encumbrances required to be paid and released by Seller in accordance with the provisions of this Section 5.
(e) Purchaser may request, at Purchaser’s expense, an ALTA as built survey (“Survey”) of the Property. On or before earlier of: (i) that date that is twenty (20) days after the receipt by Purchaser of the Survey (the “Survey Objection Date”) or the date that is twenty (20) days prior to the Scheduled Closing Date, Purchaser will notify Seller in writing (the “Survey Exception Notice”) as to those matters reflected in the Survey which it will not accept. If Purchaser fails to provide Seller the Survey Objection Notice on or before the Survey Objection Date, the matters reflected in the Survey shall be deemed to be Permitted Exceptions and Purchaser shall be deemed to have waived its right to object to any such exceptions. If Purchaser delivers a Survey Objection.
(b) After the Title Objection DateException Notice, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel Seller shall have five until three (53) Business Days days after he or she receives notice its receipt of such exception the Survey Exception Notice (the “New Objection Seller’s Response Date”) (), within which to notify Purchaser in writing of its intention to attempt to remove or as promptly as possible otherwise cure prior to the Closing if such notice is received with less than five the disapproved matters reflected on the Survey (5) Business Days prior to “Disapproved Survey Exceptions”). If for any reason, by the Closing)Seller’s Response Date, to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of provide Purchaser with such Title Objection by the New Objection Datenotice, Purchaser will Seller shall be deemed to have accepted elected to not remove or otherwise cure such Disapproved Survey Exceptions. Upon written notice to Purchaser, Seller’s shall have the exceptions right but not the obligation to title set forth on any updates extend the Closing Date for a period of up to fifteen (15) days (the expiration of such fifteen (15) day period, the “Survey Clearance Date”) in order to cure all Unpermitted Survey Exceptions, or if requested by Purchaser in its sole and absolute discretion, to have the Title Commitment as Permitted Company commit to insure Purchaser and Purchaser’s lender (if any), at Seller’s expense, against any and all loss or damage that may be occasioned by any such Unpermitted Survey Exceptions. If Seller fails on or before the Survey Clearance Date to demonstrate to Purchaser’s sole satisfaction that the Unpermitted Survey Exceptions have been cured, Purchaser shall have the option in its sole and absolute discretion to either accept the Survey without curing the Unpermitted Survey Exceptions or to terminate this Agreement by written notice to Seller and Escrow Agent, in which case the parties hereto shall have no further obligations hereunder (except for obligation that are expressly intended to survive termination of this Agreement).
(cf) All taxesSeller shall execute and deliver the title affidavit pursuant to Section 9(a)(iv), water rates or charges, sewer rents remove Unpermitted Exceptions and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated Unpermitted Survey Exceptions pursuant 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 Tenantthis Section 5 above, and Seller executes and delivers an affidavit cooperate with Purchaser to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by obtain the Title Company at Closing, Policy in form and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given substance reasonably satisfactory to Purchaser for the recording charges for a satisfaction or discharge of such lienPurchaser.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Seller shall convey good and indefeasible title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within three (3) Purchaser has ordered business days following the Effective Date, Seller shall order a current title insurance commitment with respect an effective date after the Effective Date of this Agreement, in the amount of the Purchase Price with Purchaser as the proposed insured, and true, complete and legible copies of all documents of record referred to in the Real Property issued, by the Title Company title commitment (the “Title Commitment”) for a Texas Owner’s Policy of Title Insurance issued by the Escrow Agent on behalf of the Title Company, in the amount of the Purchase Price, insuring good and indefeasible fee simple title to the Property subject only to the Permitted Encumbrances (the “Title Policy”). On or before July 25, 2013, Purchaser shall provide to Seller have fifteen (15) days following its receipt of the last of the Title Commitment, together with legible copies of all documents of record listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to survey, title exceptions listed thereon. On or before August 8, 2013 and any uniform commercial code searches performed on the Seller (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; provided however, and notwithstanding anything to the contrary, whether or not Purchaser objects to any title or survey matters, Seller shall have the absolute obligation to remove all “Monetary Liens” (as defined below) prior to or at Closing. Seller shall notify Purchaser in writing within ten (10) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not respond to the Title Objection Letter within such ten (10) day period), then Purchaser shall notify have the right for fifteen (15) days after receipt of Seller’s response to the Title Objection Letter (or fifteen (15) days following the expiration of the period within which Seller in writing, if there are was to so respond) to either (i) waive any monetary liens or other such title exceptions objection in writing and proceed to Closing in accordance with the terms of this Agreement (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below); provided, however that Purchaser objects such election shall have no effect on Seller’s obligation to (“Title Objections”) cure all Monetary Liens, or (ii) terminate this Agreement upon written notice to Seller and receive a refund of the Xxxxxxx Money, in which event neither party hereto shall have any Survey Objection. In further rights or obligations under this Agreement except for the Surviving Obligations (in the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection DatePurchaser fails to terminate this Agreement within said 15 day period, 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 any such title objection in accordance with (i) of this sentence). Except for Monetary Liens, all exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing or deemed waived) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey or UCC searches and that are unacceptable to Purchaser in Purchaser’s sole and absolute discretion, Purchaser shall within fifteen (15) days after receipt of any such update to the Title Commitment or Survey or UCC searches notify Seller in writing of its right to object objection to any Survey Objection.
such Unacceptable Encumbrance (b) After the Title Objection Date“Unacceptable Encumbrance Notice”). Except for Monetary Liens, if Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, and notwithstanding anything to the contrary, Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser and the Title Company raises (i) any new exception Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to title to secure debt, tax liens, mechanics’ liens or judgments that appear on the Real Property, Purchaser’s counsel shall have five Title Commitment (5) Business Days after he or she receives notice of such exception (the “New Objection DateMonetary Liens”) (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 is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of such Title Objection thereof in writing to Seller by the New Objection Date, Purchaser will be deemed earliest 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 occur 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 Closing Date, (ii) fifteen (15) days after Purchaser’s receipt of Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such security interests are no longer in or on the Real PropertyUnacceptable Encumbrances, or (iiiii) such personal property is fifteen (15) days after the property Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions of this Agreementimmediately preceding sentence, is required the Xxxxxxx Money shall be returned to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingPurchaser, and neither party shall have any further rights or obligations hereunder other than the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Title Commitment. (a) Seller has made available to 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 Commitmentcommitment, together with legible copies of the all documents listed in such title commitment as exceptions listed thereon. On or before August 8, 2013 to title (the “Title Objection DateExceptions”). Promptly following the Effective Date, Purchaser shall notify Seller in writing, if there are (i) any monetary liens order the Title Commitment. Any mortgage or other title encumbrance entered into by Seller which secures the payment of money or any lien claim arising from the actions of Seller is herein referred to as a “Monetary Encumbrance”. All matters and 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 shown in the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, other than Permitted Exceptions of the “type described in clauses (a) through (h) of the definition of Permitted Exceptions”) and not objected to in writing by Purchaser within twenty (20) Days following the Effective Date shall be deemed to have waived its right be Permitted Exceptions which may be shown on the final title policy. Seller shall pay and discharge (or in the case of mechanics’, materialmen’s or other statutory liens, provide a bond or other assurances in form reasonably satisfactory to object Purchaser covering the payment or discharge) all Monetary Encumbrances at or before Closing so as to be deleted from the title policy to be issued at Closing pursuant to the Title Commitment. If Purchaser delivers a written objection to any Survey Objection.
other title matter or exception within the aforesaid twenty (b20) After the Title Objection DateDay period, if the Title Company raises any new exception to title to the Real Propertythen Seller shall, Purchaser’s counsel shall have within five (5) Business Days thereafter, notify Purchaser in writing of which objections Seller will attempt to cure and Seller shall have twenty (20) Days from the date of receipt of Purchaser’s notice of objection in which to cure such objections and to cause the Title Commitment to be reissued or updated to reflect that such claimed defects have been cured or will be removed or insured over in the title policy in a manner satisfactory to Purchaser. Except for the Monetary Encumbrances which Seller has agreed to pay and discharge or assure the payment and discharge as provided above, Seller shall have no obligation to cure any title objection and shall have no obligation to expend any monies to cure same, and any failure to pay, discharge or cure any title objection shall not be or be deemed to be a breach of this Agreement by Seller. If Seller fails to cure all such objections that are timely made by Purchaser within the twenty (20) Day period referred to above, then Purchaser shall be entitled, at Purchaser’s option, to either (a) proceed with the transaction and accept conveyance expressly subject to the title matter which was the subject of the objection, which shall then be deemed a “Permitted Exception”, or (b) terminate this Agreement by notice in writing to Seller within five (5) Days after he or she receives the expiration of the twenty (20) Day period. Failure of Purchaser to give such notice of termination in writing within such exception five (5) Day period shall be deemed an election to so proceed with the “New Objection Date”) (purchase, subject to the satisfaction or as promptly as possible waiver of the other contingencies contained in this Agreement. If any exceptions to title first appear of record after the Title Commitment is issued and prior to the Closing if such notice is received with less than Date, Purchaser and Seller shall follow the procedures specified herein except that Purchaser shall have two (2) days from the date it has knowledge of the exception to object, Seller shall have two (2) days to elect whether it will cure and five (5) Business Days prior days to the Closing), complete such cure and Purchaser shall have two (2) days from notice that Seller will not or cannot cure 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 make its election; 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 Propertypostponed, if necessary, to complete 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 prior to the Closing Date and was not renewedsteps.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Digital Realty Trust, Inc.)
Title Commitment. Seller shall convey good and indefeasible fee simple title to the Land and Improvements and insurable easements (athe “Real Estate”) to Purchaser has ordered at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25) for a form ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Real Estate, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 legible copies of all exceptions listed therein and the “Survey” (defined below), but no later than five (5) days prior to the expiration of the Approval Period, to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, Purchaser but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Seller Purchaser in writingwriting within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if there are (i) any monetary liens or other title exceptions that Purchaser objects any, Seller has agreed to (“Title Objections”) or (ii) any Survey Objectioncure. In the event that Seller does not receive written notice undertake to cure all of any Title Objections or Survey Objection by the objections in the Title Objection Date, TIME BEING OF THE ESSENCELetter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser will be deemed shall have the right for five (5) days after receipt of Seller’s response to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions Objection Letter (as accepted or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived by Purchaser, the “Permitted Exceptions”) and title objection shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Datebe a “Permitted Encumbrance”, 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 Closingdefined below), 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 terminate this Agreement upon written notice to Seller and receive an immediate refund of the property Xxxxxxx Money, without the consent or joinder of a TenantSeller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and Seller executes and delivers an affidavit that are unacceptable to such effectPurchaser, or the security interest was filed more than in its sole discretion, Purchaser shall within five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by days after receipt of any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable update to the Title Company and sufficient to secure a release Commitment or Survey notify Seller in writing of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.its objection to
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. Seller shall convey fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, which expense shall not exceed fifteen thousand dollars ($15,000.00), and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”), issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with copies of all exceptions listed therein. On or before July 25, 2013, Purchaser shall provide to Seller have ten (10) days following its receipt of the Title Commitment, together with legible copies of the title all exceptions listed thereon. On or before August 8therein and the “Survey” (defined below), 2013 to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any title objections in writing and proceed to Closing (in which event such waived title objections shall be deemed to be “Permitted Encumbrances”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey, and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner reasonably satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise in connection with construction of the Improvements or other title exceptions that Purchaser objects otherwise from the actions or failures to (“Title Objections”) or act of Seller, and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that arise from the actions or failures to act of Seller (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing 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”ii) 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 days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after 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)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, (a) the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and (b) neither party shall not have any further obligations hereunder other than the Surviving Obligations. The Title Policy to be required issued to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company Purchaser at Closing, and the Title Company either omits the lien as an exception Closing shall contain affirmative coverage against any mechanic’s liens arising from the title insurance commitment or insures against collection thereof from out Seller’s construction of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the shall satisfy all customary Title Company a sum requirements for the issuance of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Selleraffirmative coverage, and such search results shall not be deemed Title Objectionspay any costs associated therewith.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the First American Title Insurance Company (the “Title Commitment”)of New York under Commitment No. On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, 135-NJ-29480-1 together with legible copies of the title exceptions listed thereon, that Purchaser has reviewed and accepted all matters shown therein, other than the requirements set forth at Schedule B-Section I h. and n. therein, and the items set forth at Schedule B-Section II items 1-7 and 9 therein, and that such matters constitute Permitted Exceptions. On or before August 8, 2013 By the date (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i"NEW OBJECTION DATE") 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 which is five (5) Business Days after he or she Purchaser's counsel receives a new title commitment from the Title Company (the "TITLE COMMITMENT"), Purchaser shall provide Seller with written notice of any objections raised in such Title Commitment which are not Permitted Exceptions and which Purchaser deems unacceptable ("TITLE OBJECTIONS"). If Purchaser's counsel receives notice of such any new objection or 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)Scheduled Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to provide have five (5) Business Days to review said new objection or exception and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with written notice if such exception constitutes a Title Objectionrespect to Seller's right to cure same. In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Date, Purchaser will be deemed to have accepted as Permitted Exceptions the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptionsand any updates thereto. Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or Title Commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, at Purchaser's sole cost and expense an owner's policy of title insurance (the "TITLE POLICY") in the amount of the Purchase Price on the then standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a), all matters shown on the Existing Survey and the exceptions shown on EXHIBIT G (collectively, the "PERMITTED EXCEPTIONS") are conclusively deemed to be acceptable to Purchaser.
(cb) 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, or the security interest has expired under applicable law. If the personal property is no longer in or on the Real Property or is the property of a Tenant, Seller shall execute and Seller executes and delivers deliver an affidavit to such effect, which affidavit shall include an indemnification in favor of Purchaser and the Title Company against any loss, cost or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedexpense related thereto if Seller's affidavit is incorrect.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Propertycommitment, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof omits the lien as an exception from or out of the Real Property and/or the Improvements, title insurance commitment and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
(e) In the event that the Title Company is not prepared to insure title to the Real Property in the manner provided in this Agreement and Seller is able to obtain a commitment from one or more of First American Title Insurance Company of New York, Chicago Title Insurance Company, Commonwealth Land Title Insurance Company or Lawyer's Title Insurance Company to insure title in the manner required in this Agreement, Seller shall be entitled to cause any one or more of such companies to so insure Purchaser's title.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Commitment. (a) Purchaser Seller has ordered a delivered to Purchaser, on or before the Effective Date of this Contract, an ALTA Form 1992 title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) from the Escrow Agent setting forth the status of the title to the Land and the Improvements, pursuant to which the Escrow Agent agrees to insure title to the Land and the Improvements pursuant to an ALTA Owner’s Extended Coverage Policy in the full amount of the Purchase Price (the “Title Policy”). On or before July 25, 2013, Purchaser shall provide and (ii) legible copies of all documents referred to Seller in the Title Commitment (the “Title Documents”).
(b) If any exceptions appear in the Title Commitment, together with legible copies of other than the title exceptions listed thereon. On or before August 8standard printed exceptions, 2013 that are unacceptable to Purchaser, then Purchaser shall, within ten (10) days after the Effective Date (the “Title Objection DateReview Period”), Purchaser shall notify Seller in writingwriting of such fact. If, if there are on or before five (5) days after receipt of such notice (the “Title Cure Period”) from Purchaser, Seller fails to either cure or agree to cure by Closing any such objection (without having any obligation to do so), then Purchaser may terminate this Contract by delivering written notice to Seller and the Escrow Agent within five (5) days after the end of the Title Cure Period, and upon such termination Purchaser, subject to the provisions of Section 3.3 above, shall be entitled to a prompt return of the Xxxxxxx Money Deposit as Purchaser’s sole and exclusive remedy for Seller’s failure to eliminate or modify any title exceptions. Failure of Purchaser to notify Seller and the Escrow Agent as aforesaid and/or to terminate this Contract as permitted under this Section 4.2 shall be deemed approval by Purchaser of any unacceptable exceptions which have not been eliminated or modified, and Purchaser shall accept such title as Seller can deliver. For the purposes of this Contract, (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or the lien for general real estate taxes for the calendar year during which the Closing shall occur and subsequent years, (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections all easements, restrictions, other conditions 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 encumbrances which are shown on the Title Commitment and/or the Survey and which are not objected to by Purchaser and/or are not cured by Seller as permitted exceptions described above, (iii) the Declaration, and (iv) the Leases are hereinafter collectively referred to 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Seller shall convey insurable fee simple title to the Land and Improvements to Purchaser at Closing, subject only to the "Permitted Encumbrances" (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect for each of the projects comprising the Property (collectively, the "Title Commitments") for a standard form ALTA Owner's Policy of Title Insurance for each of the projects comprising the Property (collectively, the "Title Policies") in the amount of the Purchase Price, issued by the Escrow Agent on behalf of the Title Company, insuring fee simple title 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 CommitmentProperty, together with legible copies of the title all exceptions listed thereontherein. On or before August 8, 2013 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are have until the earlier to occur of (i) any monetary liens or other title exceptions that Purchaser objects the date which is three (3) days prior to (“Title Objections”) the last day of the Approval Period or (ii) any Survey Objectionthe date which is ten (10) days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the "Surveys" (defined below), to deliver to Seller written notice of Purchaser's objections to title for each parcel described in Section 1.1(a) herein (the "Parcel") comprising a portion of the Property (individually, a "Title Objection Letter"). Seller shall have the right, but not the obligation, to cure Purchaser's objections to title; subject, however, to Seller's obligation to remove all "Monetary Liens" (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller's receipt of a Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not receive written notice undertake to cure all of any Title Objections or Survey Objection by the objections in each such Title Objection Date, TIME BEING OF THE ESSENCELetter to Purchaser's sole satisfaction (or does not timely respond to any such Title Objection Letter), 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 the right for five (5) Business Days days after he or she receives notice receipt of such exception (the “New Seller's response to each Title Objection Date”) Letter (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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.days DOCVARIABLE BABC_DocID
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”). On or before July 25, 2013, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionexceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing 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”ii) 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 days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after 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)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge or satisfy have any further obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Title Commitment. 9.1 Seller will, at Seller’s sole cost and expense within thirty (a30) Purchaser has ordered days of the Effective Date, cause Rice, Rice & Xxxxx, X.X., 000 Xxxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, agent for First American Title Insurance Company, 0000 00xx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000. (“Title Company”) to deliver to Buyer a title insurance commitment for an Owner’s Policy of Title Insurance 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 complete legible copies of all documents referenced in the Title Commitment and the schedules to the Title Commitment (collectively, “Exception Documents”). At the time Title Company delivers the Title Commitment and Exception Documents to Seller, complete and 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 same will be deemed delivered by Seller to have accepted or waived such exceptions to title set forth on the Buyer. The Title Commitment as permitted exceptions will: (as accepted or waived by Purchaser, a) legally describe the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
Property; (b) After the Title Objection Date, if the Title Company raises any new exception commit to insuring marketable fee simple 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 Property in Buyer upon the Closing if such notice is received with less than five and recording of the Deed in the form of American Land Title Association Owner’s Title Insurance Policy Form B-1970 (5) Business Days prior to the ClosingAmended 10/17/92), to provide Seller with written notice if such exception constitutes a Title Objection. In available, and in the event Seller does not receive notice amount 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 “Owner’s Policy”); and (c) name the Buyer as the party to be insured under the provision for apportionment Owner’s Policy. Subject to all of taxes, water rates the terms 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions conditions of this AgreementContract, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company will furnish the Owner’s Policy to Buyer at Closing, and the premium for the Owner’s Policy will be at Seller’s sole expense. Buyer will pay any premium for any special endorsements to the Owner’s Policy required by Xxxxx.
9.2 If the Title Company either omits the lien as an exception from the title insurance commitment Commitment or insures against collection thereof from out Exception Documents disclose defects or other matters which are, in Xxxxx’s sole discretion, objectionable to Buyer, Buyer will notify Seller of Buyer’s objections within five (5) days of the Real Propertydate Buyer receives the Title Commitment and Exception Documents. Seller will then have fifteen (15) days from its receipt of the notice (“Title Cure Period”) to remedy any matters to which Buyer objects to Buyer’s satisfaction, and a credit is given deliver to Purchaser for Buyer prior to the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner end of the PropertyTitle Cure Period evidence that the matters objected to have been remedied. If Xxxxxx is unable or unwilling to remedy all matters objected to by Xxxxx and deliver the evidence as required by this Section 9.2, that Buyer may be a lien against either: (a) accept the Property on Owner’s Policy and title as Seller is able or willing to deliver, in which event Buyer will notify Seller of its acceptance within 3 days of the Closing Date, shall be an objection to title if end of the Title Company insures against collection thereof from or out Cure Period (Buyer’s failure to give timely notice of acceptance will act as Buyer’s acceptance of the Real Property and/or Owner’s Policy and title as Seller is able or willing to deliver ); or (b) terminate this Contract by giving notice of termination to Seller within 3 days of the Improvementsend of the Title Cure Period (Buyer’s failure to give timely notice of termination will act as Xxxxx’s acceptance of the Owner’s Policy and title as Seller is able or willing to deliver), and provided further that Seller deposits with upon termination, the Title Company a sum of money or a parental guaranty reasonably acceptable Xxxxxxx Money will be returned to the Title Company Buyer. All matters not objected to by Xxxxx under this Section 9.2 and sufficient those matters objected to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller and not remedied but accepted by Xxxxx will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections“Permitted Exceptions,” and thus not considered objectionable to Buyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Commitment. (a) Prior to the execution and delivery hereof, Seller has caused the Title Company to furnish to Purchaser has ordered a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”), by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance commitment (the “Title Policy”) in the amount of the Purchase Price on the ALTA Owner Policy of Title Insurance with respect extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property issuedto be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller deliver the Title Commitment, together with legible copies Policy to Purchaser at Closing effective as of the title exceptions listed thereon. On or before August 8date and time of the recording of the Deed, 2013 (in the “Title Objection Date”)amount of the Purchase Price, insuring 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 as owner 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 fee simple title to the Real Property, Purchaser’s counsel and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date.
(b) Purchaser shall have five until the date which is three (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 (53) Business Days prior to the Closingexpiration of the Inspection Period to notify Seller, in writing (the “Title Notice”), of such objections as Purchaser may have to provide Seller with written notice if such exception constitutes a anything contained in the Title ObjectionCommitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not receive negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the Xxxxxxx Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement.
(c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such Title Objection by the New Objection Datedate, Purchaser will be deemed to have accepted waived any objection to the exceptions New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to title the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which xxxx Xxxxxx may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the Xxxxxxx Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth on any updates above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to the Title Commitment Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.The term “Permitted Exceptions” means:
Appears in 1 contract
Samples: Agreement of Sale and Purchase (KBS Real Estate Investment Trust II, Inc.)
Title Commitment. (a) Purchaser has ordered a Seller shall convey good and indefeasible title insurance commitment with respect to the Real Property issuedto Purchaser at Closing, subject only to the Permitted Encumbrances (as defined below). During the Inspection Period, Purchaser shall request and obtain from Title Company a commitment for a standard Owner's Policy of Title Insurance issued by the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide insuring good and indefeasible fee simple title to Seller the Title CommitmentLand, together with legible copies of the title all exceptions listed thereontherein. On or before August 8, 2013 Purchaser shall have until five (5) business days prior to the expiration of the Inspection Period to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Prior to, or concurrently with, notifying Seller of any objections to title, Purchaser shall endeavor in good faith to cause the Title Company to modify and update the Title Commitment to reflect its requested corrections and revisions. Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all Mortgages and Monetary Liens (each as defined below) and items described in Section 4.1.3(b)(i) by Closing, as further described in Section 4.1.3(b) below, whether or not Purchaser objects thereto. Seller shall notify Seller Purchaser in writingwriting within three (3) business days following Seller’s receipt of the Title Objection Letter concerning which title objections, if there are (i) any monetary liens or other title exceptions that Purchaser objects any, Seller has agreed to (“Title Objections”) or (ii) any Survey Objectioncure. In the event that Seller does not receive written notice undertake to cure all of any Title Objections or Survey Objection by the objections in the Title Objection Date, TIME BEING OF THE ESSENCELetter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser will be deemed shall have until the end of the Inspection Period to have accepted or either (i) waive any such title objection in writing and proceed to Closing (in which event such waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and objection 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 Closingbe Permitted Encumbrance), 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 terminate this Agreement, in which event the property of a TenantXxxxxxx Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and Seller executes neither party shall have any further obligation hereunder except for the Surviving Obligations. The term “Permitted Encumbrances” as used herein includes: (i) all exceptions and delivers an affidavit to such effect, or other title matters shown on the security interest was filed more than five Title Commitment (5) year prior as the same may be revised by the Title Company pursuant to the Closing Date process set forth in this Section 4.1.3(a) above and was not renewed.
(dpursuant to any subsequent updates thereof pursuant to Section 4.1.3(b) If on the Closing Date the Real Property shall be affected by below, but expressly excluding any lien which, title matters that Seller is obligated to remove pursuant to the provisions of this AgreementAgreement or that Seller agrees to remove as part of the process described in this Section 4.1.3(a); (ii) the rights and interests of parties claiming under the Space Leases, is required as tenants only; and (iii) liens to be discharged or satisfied by Seller, Seller secure taxes and assessments not yet due and payable; provided that Permitted Encumbrances shall not be required include (i) matters that Seller has either agreed to discharge cure or satisfy the same of record is obligated to cure as provided the money necessary to satisfy the lien is retained in this Section 4.1.3(a), and (ii) matters that are removed by the Title Company at Closing, and from the Title Commitment prior to the expiration of the Inspection Period or from any pro forma policy provided by the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchiseits counsel, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if which the Title Company insures against collection thereof from or out has otherwise agreed in writing prior to the expiration of the Real Property and/or the Improvements, and provided further that Seller deposits with Inspection Period to remove from the Title Company a sum of money or a parental guaranty reasonably acceptable Policy to be issued at the Title Company and sufficient to secure a release of the Property from the lien thereofClosing. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.{10610630;2} 6
Appears in 1 contract
Samples: Purchase and Sale Agreement (Steadfast Apartment REIT III, Inc.)
Title Commitment. Within ten (a10) business days after the Effective Date hereof, Purchaser, at its expense, shall cause the Title Company to issue and deliver to Purchaser has ordered a title insurance commitment with respect and Seller the Title Commitment and copy of the Title Documents. If the Title Commitment discloses exceptions other than the Permitted Exceptions ("Unpermitted Exceptions"), Seller agrees to use good faith efforts to have any such Unpermitted Exceptions removed from the Real Property issued, Title Commitment by the Title Company at or prior to Closing. Seller, in its discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate 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 ObjectionUnpermitted Exceptions. In the event Seller does not receive written notice of any Title Objections is unable to eliminate the Unpermitted Exceptions on or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived before 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 adjourned 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 elect (i) to terminate this Contract by notice given to the personal property covered by such security interests are Seller, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser's sole remedy hereunder and Purchaser and Seller shall have no longer further obligations to each other hereunder except as otherwise provided in or on the Real PropertySections 3.04 and 3.05 of this Contract, or (ii) to accept title subject to such personal property is Unpermitted Exceptions and receive no credit against or reduction in the property Purchase Price. Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Commitment, except that Seller shall pay or discharge any and all liens and encumbrances which can be satisfied by payment of a Tenant, liquidated amount and Seller executes and delivers an affidavit to such effect, are not created by or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception resulting from the title insurance commitment or insures against collection thereof from out acts of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienPurchaser.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
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Title Commitment. (a) Purchaser has ordered shall obtain no later than thirty (30) days after the Effective Date (i) a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25) provided by Escrow Agent agreeing to issue to Purchaser, 2013upon Closing, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the an ALTA owner’s title exceptions listed thereon. On or before August 8, 2013 insurance policy (the “Owner’s 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 ObjectionsPolicy”) or (ii) any Survey Objection. In in the event Seller does not receive written notice amount of any Title Objections or Survey Objection by the Title Objection DatePurchase Price, 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 insuring 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 real property in accordance 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required subject only to existing title exceptions and other liens, encumbrances or exceptions that are approved by Purchaser, and those which shall be discharged by Seller at, or satisfied before, Closing, (ii) a current ALTA/NSPS survey of the Property (the “Survey”), at Purchaser’s sole discretion, and (iii) UCC, tax lien, bankruptcy and judgment searches for the Seller (collectively, the “Searches”), at Purchaser’s sole discretion.
(b) Purchaser has until the expiration of the Due Diligence Period to object in writing to any issue or condition not acceptable to Purchaser. Purchaser’s failure to object in writing to any such issue or condition prior to the expiration of the Due Diligence Period shall be deemed a waiver by Purchaser of its ability to terminate this Agreement pursuant to the Due Diligence Contingency. If any objection is made, Seller may, but has no obligation to, endeavor to correct such issue or condition; provided, that if such issue or condition is a valid monetary tax lien, judgment, or valid mechanic’s lien, such lien or judgment shall be paid by Seller prior to Closing or out of Seller’s proceeds at Closing, at Seller’s discretion, and in either case, no additional cure shall be necessary. Seller shall notify Purchaser of its election to endeavor to correct any such condition within ten (10) Business Days of Seller’s receipt of Purchaser’s written objections. If Seller elects to correct such condition, Seller shall not have thirty (30) days in which to exercise its best efforts to attempt to correct such condition (except for monetary liens which can be required to discharge or satisfy the same paid out of record provided the money necessary to satisfy the lien is retained by the Title Company Seller’s proceeds at Closing, for which no additional cure shall be necessary) and the Title Company either omits Closing Date shall be extended as necessary to permit such correction. If all such issues and conditions cannot be corrected within the lien as an exception thirty (30) day period, despite Seller’s best efforts, or if Seller does not elect to endeavor to correct such issues or conditions, Purchaser may terminate this Agreement or accept such issue or condition and close without any reduction in the Purchase Price except for liens or encumbrances of a definite or ascertainable amount which may be paid from the title insurance commitment Purchase Price on or insures against collection thereof from out before Closing. Any restrictions, liens, encumbrances, easements, rights of way and other matters which are waived or are not objected to by Purchaser in the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienmanner provided in this Section 5.1(b) shall be deemed “Permitted Exceptions”.
(ec) No franchisePurchaser may from time to time update the effective date of the Title Commitment or examination. If such update discloses any unpermitted or unacceptable title exceptions affecting title to the Property which first appeared of record subsequent to the effective date of such previous Title Commitment or examination (“New Objections”), transferthen Purchaser shall notify Seller thereof, inheritanceand Seller, incomein Seller’s sole discretion and at Seller’s sole cost and expense, corporate may cure all New Objections. The New Objections shall be cured within thirty (30) days from the date of such notice, and the Closing Date shall be extended, if necessary, to permit Seller such thirty (30) day period to cure. If Seller cannot or other tax openchooses not to cure all of the New Objections, levied or imposed against then Purchaser shall have the right and option (a) to terminate this Agreement by giving written notice of such termination to Seller or any former owner of the Property, that may be a lien against (b) to acquire the Property on the Closing Date, shall be an objection subject to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title New Objections.
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Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within ten (10) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”)) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with legible (or the best available) copies of all exceptions listed therein. On or before July 25, 2013, Purchaser shall provide to Seller have ten (10) days following its receipt of the Title Commitment, together with legible (or the best available) copies of the title all exceptions listed thereon. On or before August 8therein and the “Survey” (defined below), 2013 to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a Permitted Encumbrance, or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionexceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing 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”ii) 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 days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after 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)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination 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 this Agreement pursuant to the Title Commitment as Permitted Exceptions.
immediately preceding sentence, (a) the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to receive reimbursement from Seller for all out-of-pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement not to exceed $50,000.00, and (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on neither party shall have any further obligations hereunder other than 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 prior to the Closing Date and was not renewedSurviving Obligations.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. No later than thirty (a30) Purchaser has ordered a title insurance commitment with respect to days following the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25, 2013Effective Date, Purchaser shall provide to Seller obtain the Title CommitmentCommitment and forward a copy of same to Seller, together with legible copies of at Seller's sole cost and expense. If the Title Commitment discloses exceptions to title exceptions listed thereon. On other than the Permitted Title Exceptions or before August 8the Removable Liens, 2013 (the “Title Objection Date”), then Purchaser shall notify Seller in writingwriting within ten (10) days after the delivery of the Title Commitment identifying with specificity the unpermitted exception. Seller shall have thirty (30) days from the date of the delivery of the notice to have the unpermitted exceptions removed from the Title Commitment and to deliver a revised Title Commitment to Purchaser. If Seller fails to provide Purchaser with the revised Title Commitment within the thirty (30) day period, if there are Purchaser may elect, by the delivery of written notice thereof to Seller within the following five (5) days, to (i) any monetary liens or other title exceptions that Purchaser objects terminate this Agreement, in which event the Deposit shall be forthwith returned to (“Title Objections”) Purchaser, as its sole and exclusive remedy, and except for Purchaser's obligations under Sections 7.1 and 10.2, this Agreement shall terminate or (ii) any Survey Objection. In accept title subject to the event Seller does unpermitted exceptions which have not receive written notice of any Title Objections or Survey Objection by been removed from the Title Objection DateCommitment. If Purchaser fails to make such election, 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 elected to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to accept 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 in accordance 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on above. On the Closing Date, shall be an objection to title if Seller shall, at Seller's sole cost and expense, cause the Title Company insures against collection thereof from Insurer to issue an owner's title insurance policy or out of the Real Property and/or the Improvements, prepaid commitment therefor (herein a "Title Policy") pursuant to and provided further that Seller deposits in accordance with the Title Company a sum of money or a parental guaranty reasonably acceptable Commitment, insuring fee simple title to the Property in Purchaser, subject to the Permitted Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsExceptions.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered During the Option Term and in any event before Buyer exercises the Option, Buyer shall, at Buyer’s expense, obtain a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA owner’s policy of title insurance on the Real Property in an amount acceptable to Buyer (the “Title Policy”) issued by a national title insurance company acceptable to Buyer (the “Title Insurer”), together with copies of all recorded instruments which are the subject of the requirements and proposed special exceptions listed in the Title Commitment (the “Title Documents”). On or before July 25, 2013, Purchaser Buyer shall provide to Seller furnish Owner a copy of the Title Commitment, together with legible copies the Title Documents, and if obtained by Xxxxx, the Survey. Within ten (10) days after Xxxxx’s receipt of the title exceptions Title Commitment, Title Documents, and if applicable, Survey, Buyer shall notify Owner in writing (“Buyer’s Objection Notice”) of any matters listed thereonin the Title Commitment which are objectionable to Buyer (herein the “Title Objections,” which term shall not include the Permitted Title Exceptions). On or before August 8Within ten (10) days after receipt of Buyer’s Objection Notice, 2013 Owner shall notify Buyer in writing (the “Cure Notice”) which Title Objection Date”), Purchaser shall notify Seller in writingObjections, if there are (i) any monetary liens or other title exceptions that Purchaser objects any, Owner elects to (“Title Objections”) or (ii) any Survey Objectioncure. In the event Seller does If Xxxxx has 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 Purchaserreceived a Cure Notice within said 10-day period, the “Permitted Exceptions”) and same shall be deemed to have waived its right constitute Owner’s election not to object cure any of the Title Objections. Owner shall not be obligated to cure any Survey Objection.
of Buyer’s Title Objections. Notwithstanding the foregoing and if Buyer exercises the Option, Owner agrees (a) to cooperate with Xxxxx’s cure of any reasonable Title Objections that can be cured, (b) After to satisfy any requirements contained in the Title Objection DateCommitment relating to Owner’s authority to consummate the sale transaction, (c) to execute and deliver the Closing Documents it is required to execute. If Owner does not elect, or is deemed to have elected not, to cure any Title Objections, Buyer’s only options shall be either (i) to terminate this Agreement and elect not to exercise the Option or if already exercises, rescind the Title Company raises any new exception to title to exercise of the Real Property, Purchaser’s counsel shall have five Option (5which right is hereby granted) Business Days after he or she receives by giving written notice of such exception election (the “New Objection DateTermination Notice”) (or as promptly as possible prior to the Closing if such notice is received with less than within twenty-five (525) 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 days after Buyer’s receipt 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 taxesCommitment, water rates or chargesTitle Documents, 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 PropertySurvey, or (ii) such personal property is to elect to preserve the property of a TenantOption in effect and if already exercised or thereafter exercised, and Seller executes and delivers an affidavit accept title to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by subject to any lien which, pursuant Title Objections which Owner has elected not to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such liencure.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Option Agreement
Title Commitment. (a) Purchaser Mxxx-Xxxx has ordered a procured or will procure title commitments for each of the Properties (collectively, the “Title Commitment”) for owner’s and lender’s title insurance commitment with respect to the Real Property issued, policies issued by the Commonwealth Land Title Insurance Company (the “Title CommitmentCompany”), and shall deliver copies of same to Gxxx SLG upon receipt. On Gxxx SLG shall have the right to designate an additional title insurance company or before July 25, 2013, Purchaser shall provide companies to Seller act as co-insurer only with respect to 50% of the Title Commitment, together with legible copies coverage under all of the title exceptions listed thereon. On or before August 8insurance policies issued at Closing with respect to the Class B Properties, 2013 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions it being understood 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 Company shall act as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptionslead insurer”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After Mxxx-Xxxx may, at any time prior to Closing, but solely with respect to matters arising after the date of the Title Objection DateCommitment and added as exceptions thereto after the date hereof and prior to Closing and any exceptions shown on an updated survey obtained after the date hereof and prior to Closing and not shown on the Surveys (collectively, if the Title Company raises “New Exceptions”), notify Gxxx SLG in writing of any new exception objections to such New Exceptions; provided that Mxxx-Xxxx may not object to those matters described in Sections 7(g)(i)-(ix). With respect to any objections to title to properly set forth in such notice, the Real Property, Purchaser’s counsel Applicable Gxxx SLG Transferor shall have five the right, but not the obligation, until the date which is ten (510) Business Days after he or she receives notice being notified of such exception objection (the “New Objection Title Clearance Date”) to inform Mxxx-Xxxx in writing of its intent to have any of such exceptions (collectively, the “Unpermitted Exceptions”) removed from the Title Commitment or as promptly as possible to have the Title Company omit, at the Applicable Gxxx SLG Transferor’s expense, such Unpermitted Exceptions from the Title Commitment. The parties agree that the New Exceptions may include objections relating to title searches and survey of a 0.561 acre lot (the “Parking Field Lot”) at Bxxxx 000, Xxx 0 adjacent to the 1000 Xxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx property. The Parking Field Lot appears to be included in the common elements for the 1280 Wall condominium but no title search or survey was provided or obtained for the Parking Field Lot 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 Date 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 ExceptionsAgreement.
(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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real any Property shall be affected by any lien whichor other encumbrance which is not a Permitted Exception and which may be discharged by the payment of an ascertainable amount of money (which amount, in the aggregate for all such encumbrances on all of the Properties, shall not exceed $1,000,000.00, subject to the provisions of Section 7(e)) then it shall be the Applicable Gxxx SLG Transferor’s obligation to cause the discharge of such lien or encumbrance at Closing, or, at the option of the Applicable Gxxx SLG Transferor, to bond or escrow (or cause such bond or escrow) for such lien or encumbrance in a manner sufficient to cause the Title Company to remove same from the Title Commitment.
(d) Subject to Section 7(g) below, in the event there shall be any New Exceptions affecting the Properties other than (or in amounts larger than) those required to be discharged or removed from the Title Commitment pursuant to Section 7(c) the Gxxx SLG Transferors shall have the following options, exercisable in their sole and absolute discretion: (i) to cause the same to be removed from the Title Commitment at Gxxx SLG Transferors’ sole cost and expense at or prior to the Closing, in which case this Agreement shall remain in full force and effect or (ii) to notify Mxxx-Xxxx that Gxxx SLG Transferors elect not to remove same, in which case Mxxx-Xxxx shall have the right to either (A) terminate this Agreement and Escrowee shall return the Deposit to Mxxx-Xxxx, together with interest earned thereon as its sole and exclusive remedy, in which event this Agreement shall be deemed terminated and of no further force or effect, except for those provisions that expressly survive termination hereunder and neither Mxxx-Xxxx nor the Gxxx SLG Transferors shall have any further right or liability against the other hereunder, or (B) proceed to Close hereunder, without credit or adjustment to any Purchase Price by reason of any such exceptions (except that Mxxx-Xxxx shall be entitled to a credit to the extent of any amount required to be applied to cure liens or encumbrances pursuant to Section 7(c)).
(e) Notwithstanding anything to the contrary contained in this Section 7, if there shall be (x) unbonded mechanics’ or materialman’s liens affecting any Property, other than those placed or caused by Tenants under the Leases (or by parties claiming under such Tenants) or other liens and encumbrances (other than Permitted Encumbrances), whether or not in liquidated sums, which a Gxxx SLG Transferor has allowed to be placed on such Property after the date hereof, including judgments and federal state and municipal tax liens, or (y) any mortgages or instruments securing or evidencing a payment obligation other than the Existing Fixed Rate Debt and Existing Floating Rate Debt, and in each case which exist as of the Closing Date then the applicable Gxxx SLG Transferor shall cause such exceptions to be removed from the Title Commitment, at its sole cost and expense, which shall not be subject to the limit provided in Section 7(c).
(f) Except as otherwise provided herein, if the Applicable Gxxx SLG Transferor fails on or before the Title Clearance Date to give written notice to Mxxx-Xxxx of its intent to cause any of the Unpermitted Exceptions to be removed prior to Closing, or omitted by the Title Company, then, Mxxx-Xxxx shall, as its sole remedy, have the option (the “Title Election”) to either (i) terminate this Agreement, in which case the parties hereto shall have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement), and receive a return of the Deposit, together with any interest earned thereon, or (ii) proceed with Closing, with no reduction in the amount of the Total Purchase Price, and Mxxx-Xxxx shall be deemed to have waived any objection to the Unpermitted Exceptions which the Gxxx SLG Transferors do not intend to cause to be removed or omitted, and any other exceptions set forth in the Title Commitment. If Mxxx-Xxxx fails to notify Gxxx SLG of its Title Election by the earlier of the Closing Date or five (5) days after the Title Clearance Date, Mxxx-Xxxx shall be deemed to have terminated this Agreement as set forth in subclause (i) above. If the Applicable Gxxx SLG Transferor notifies Mxxx-Xxxx of its intention to cure any such matters, the date for Closing may, at the request Gxxx SLG, be extended by a reasonable additional time to effect such a cure, but in no event shall the extension exceed sixty (60) days after the original date for Closing.
(g) It shall be a condition precedent to the obligation of Mxxx-Xxxx to proceed to Closing hereunder that at Closing the applicable Owner shall hold fee title (or in the case of Challenger Owner, a ground leasehold interest in the Challenger Property) to the applicable Property free and clear of any and all mortgages, liens, claims, leases, tenancies, occupants, encumbrances and easements, except the following (collectively, “Permitted Exceptions”):
(i) All taxes, water meter and water charges and sewer rents, accrued or unaccrued, fixed or not fixed, becoming due and payable after the Closing Date, but subject to adjustment as provided herein;
(ii) All zoning laws and building ordinances, resolutions, regulations and orders of all Governmental Authorities;
(iii) Liens and security interests securing the Existing Fixed Rate Debt;
(iv) Any exception shown on the applicable Survey set forth on Schedule 8(a)(xxxi) and any additional exceptions any updates thereto would show, provided that such additional exceptions do not prevent or interfere with the continued use of the Properties as they are being used on the date hereof;
(v) Any easement or right of use created in favor of a public utility company for electricity, steam, gas, telephone, water or other service, and the right thereunder to install, use, maintain repair and replace wires, cables, terminal boxes, lines, service connections, poles, mains, facilities and the like, upon, under and across the applicable Property;
(vi) Any difference in lot lines shown on an accurate survey and tax lot lines;
(vii) Non-material violations of building ordinances, resolutions and regulations;
(viii) Any other matters set forth as exceptions to title in the existing owners’, or in the case of the Challenger Property, leasehold owner’s, policies of title insurance held by the Owners, dated July 30, 2004 (in the case of the Portfolio Properties) and May 16, 2005 (in the case of the Challenger Property), and provided to Mxxx-Xxxx, which policies are set forth on Schedule 7(g)(viii);
(ix) Any Exception set forth in the Title Commitment and not objected to as provided in Section 7(b) and matters otherwise approved or deemed approved in accordance with this Agreement; and
(x) Any Unpermitted Exception that has been waived as provided in Section 7(d) or (f).
(h) If at the Closing it should appear that the applicable owner’s or leasehold owner’s title to any Property is subject to any exception other than the Permitted Exceptions, and if such exception may, according to reasonable expectations, be removed as an objection to title within 60 days after the scheduled Closing Date, Gxxx SLG may adjourn the Closing Date for a period not exceeding 60 days in the aggregate for such purpose.
(i) Subject to the other provisions of this Section 7, after any applicable adjournment, the relevant Owner does not hold title to each Property subject to and in accordance with the provisions of this Agreement, is required Mxxx-Xxxx shall have the right to waive the defect in title and Close without a reduction in Total Purchase Price, or terminate this Agreement by written notice to Gxxx SLG, whereupon the Deposit and all interest earned thereon shall be discharged refunded to Mxxx-Xxxx and the parties shall thereafter have no further rights or satisfied by Sellerobligations hereunder except with respect to those provisions of this Agreement that expressly survive termination.
(j) Notwithstanding the foregoing provisions of this Section 7, Seller shall not be required to discharge or satisfy in the same of record provided the money necessary to satisfy the lien is retained by event that the Title Company at Closing, and the Title Company either omits the lien as shall raise an exception from to title which is not a Permitted Exception, the title insurance commitment or insures against collection thereof from out of Gxxx SLG Transferors shall have no obligation to cause such exception to be eliminated and Mxxx Xxxx shall have no right to terminate the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge Agreement by reason of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title exception if the Title Company insures against collection thereof from (or out any other reputable title insurance company licensed to issue title insurance in the State of New York) shall be prepared to omit such exception, at no additional cost or expense (unless the Gxxx SLG Transferors shall agree, in the Gxxx SLG Transferors’ sole discretion, to assume any such additional cost or expense).
(k) Mxxx-Xxxx acknowledges that it has received copies of the Real current owner’s title insurance policies (the “Class C Policies”) with respect to the properties in which the Class C Entities hold an indirect ownership interest (the “Class C Properties”). Mxxx-Xxxx shall have no right of objection to any exception contained therein and the Gxxx SLG Transferors shall have no obligation to remove any exception contained therein or any encumbrance placed upon any Class C Property and/or at any time.
(l) Any owner’s title insurance policies procured at the ImprovementsClosing shall be at Mxxx-Xxxx’x sole cost and expense.
(m) At Closing, and provided further that Seller deposits with if requested by the Title Company Company, the Applicable Gxxx SLG Transferor or Gxxx SLG Entity shall execute and deliver a sum of money or a parental guaranty reasonably acceptable normal, customary title affidavit to the Title Company and sufficient to secure a release of in substantially the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same form attached hereto as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.Exhibit E.
Appears in 1 contract
Samples: Contribution and Sale Agreement (Mack Cali Realty Corp)
Title Commitment. Within ten (a10) days after the Contract Date, Seller shall deliver to 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 ) issued by LandAmerica Commercial Services (the “Title Objection DateCompany”), for an ALTA extended coverage owner’s title insurance policy with respect to the Land (the “Title Policy”), in the full amount of the Purchase Price, together with copies of all recorded documents evidencing title exceptions raised in “Schedule B” of such Title Commitment. The date on which Purchaser has received the Title Commitment and copies of all recorded documents evidencing the title exceptions therein is referred to as the “Commitment Delivery Date.” It shall notify Seller be a condition precedent to Purchaser’s obligation to proceed to Closing that, at Closing, the Title Company shall issue the Title Policy (or have given Purchaser at Closing an irrevocable and unconditional commitment in writingform reasonably satisfactory to Purchaser to issue such Title Policy after Closing ) insuring, if there are in the full amount of the Purchase Price, Purchaser as the fee simple owner of the Land and the Improvements, subject only to the Permitted Exceptions. If the foregoing condition precedent fails for any reason other than the actions or omissions of Purchaser, Purchaser may elect to either (i) any monetary liens or other title exceptions that Purchaser objects proceed to (“Title Objections”) Closing and waive the failure of such condition or (ii) any Survey Objection. In the event Seller does not receive terminate this Agreement by delivery of written notice of any Title Objections to Seller on 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 in which 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 PropertyDeposit shall be returned to Purchaser, or and (ii) such personal property is the property of neither party shall have any further liabilities or obligations hereunder except for those liabilities and obligations that expressly survive a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions terminate of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Before the Due Diligence Termination Date, Purchaser will obtain (a) Purchaser has ordered and deliver a copy to Seller of), at Purchaser’s expense, 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 ) issued by a title insurance company authorized to Seller transact business in the Title Commitment, together with legible copies State of the title exceptions listed thereon. On or before August 8, 2013 Florida (the “Title Objection DateInsurer”), committing to insure the title to the Real Property and Improvements in the amount determined by Purchaser shall notify and subject to the Schedule B-2 exceptions therein (the “Exceptions”), upon satisfaction of the Schedule B-1 requirements therein. Purchaser will have until the Due Diligence Termination Date, to examine the Title Commitment. It is a condition of Purchaser’s obligation to close and pay to Seller in writing, if there are the Purchase Price that title to the Real Property and Improvements is marketable and insurable subject only to: (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or real property taxes and assessments for the year in which the Closing occurs, which shall be prorated as provided for herein, and for subsequent years, (ii) any Survey Objection. In zoning and other regulatory laws and ordinances affecting the event Seller does not receive written notice of any Title Objections or Survey Objection Real Property, (iii) those Exceptions accepted by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed pursuant to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions this Section 9.01 (as accepted or waived by Purchasercollectively, the “Permitted Exceptions”) ). If Purchaser determines, in its sole and shall be deemed to have waived its right to object to absolute discretion, that any Survey Objection.
(b) After Exception is unacceptable, Purchaser will notify Seller in writing on or before the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Due Diligence Termination Date of Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception objections (the “New Objection DateNotice”) (or as promptly as possible ). If Purchaser timely delivers the Objection Notice to Seller, Seller will use reasonable good faith efforts to cure the title matters described in the Objection Notice 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 that Seller, using reasonable good faith efforts, is unable to cure the title matters described in the Objection Notice prior to Closing, then Purchaser shall have the option of either (x) proceeding to Closing and accepting title to the Property “as is”, without diminution in the Purchase Price, or (y) terminating this Agreement by written notice to Seller, in which event this Agreement shall be cancelled, the Deposit shall be returned to Purchaser, and neither party shall have any further obligations to each other with respect to the matters contained in this Agreement, except for those matters which survive the termination of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, at the Closing, Seller does not receive notice shall be obligated to: (a) discharge, satisfy and/or caused to be dismissed, as applicable, either at or before Closing, all Liens, including, without limitation, mortgages, construction Liens, Notices of such Title Objection Commencement, Tax Liens, and the Summit Actions; (b) remove or cause to be cured or discharged any Exception that was caused by the New Objection Datenegligent or intentional act of any of the Seller Parties or an Affiliate of any Seller Party (including any Additional Title Defects shown on any Updated Survey pursuant to Section 9.05 below), Purchaser will it being agreed by Seller that the creation of any such Exceptions shall be deemed to have accepted prohibited by the exceptions to title terms of this Agreement; (c) cause all Schedule B-1 Requirements set forth on any updates to in 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Sellersatisfied, Seller shall not be required except for those pertaining to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingPurchaser, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out Tenants in possession of the Real Property and/or the Improvements, pursuant to their Real Property Leases; and provided further that Seller deposits with (d) cause all pre-printed exceptions set forth in Schedule B-II of the Title Company a sum of money or a parental guaranty reasonably acceptable Commitment to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsdeleted.
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Title Commitment. (a) Purchaser has the ROFO (RM) Parties acknowledges receipt of the Commonwealth Title Commitment. If the ROFO (RM) Parties elect to use a title company other than Commonwealth Land Title Insurance Company, prior to the Effective Date, the ROFO (RM) Parties shall have ordered from the Title Company a title insurance commitment with respect to the Real Property issued, by the for an Owner’s Title Company Insurance Policy (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide If the ROFO (RM) Parties elect to Seller use Commonwealth Land Title Insurance Company as the Title Company, within two (2) Business Days after the Effective Date, the ROFO (RM) Parties shall order from the Title Company an update to said Commonwealth Title Commitment, together with legible copies . Prior to the expiration of the title exceptions listed thereon. On or before August 8, 2013 Evaluation Period (the “Title Objection Date”), Purchaser the ROFO (RM) Parties shall notify Seller MC Owner in writing, if there are writing of any (i) any monetary liens or other exceptions to title exceptions that Purchaser objects to the Real Property raised by the Title Company if the ROFO (RM) Parties deems same unacceptable (“Title Objections”) or and (ii) any Survey ObjectionObjections. In the event Seller MC Owner does not receive written notice of any Title Objections or Survey Objection Objections by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser the ROFO (RM) Parties will be deemed to have accepted or waived such the exceptions to title set forth on in the Title Commitment as permitted Commitment, and such exceptions (as accepted or waived by Purchaser, the shall constitute “Permitted Exceptions”) , and shall be deemed to have waived its right to object to any Survey Objectionall matters shown on the Updated Survey. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO THE TITLE OBJECTION DATE.
(b) After By the Title date (the “New Objection Date, if ”) which is five (5) Business Days after the Title Company raises ROFO (RM) Parties’ counsel receives notice of any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days Property recorded in the land records or arising after he or she receives notice the effective date of such exception (the “New Objection Date”) Title Commitment and prior to the Closing (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)) which is objectionable according to the Connecticut Bar Association Standards, to the ROFO (RM) Parties shall provide Seller MC Owner with written notice of its objection to such new exception if such exception constitutes a the ROFO (RM) Parties deem same unacceptable (“New Title Objection”). TIME SHALL BE OF THE ESSENCE WITH RESPECT TO THE NEW OBJECTION DATE. In the event Seller MC Owner does not receive notice of such the New Title Objection by the New Objection Date, Purchaser the ROFO (RM) Parties will be deemed to have accepted the applicable exceptions to title set forth on any updates applicable update 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 MC Owner is obligated to pay and discharge will be credited against the Purchase Price Redemption Property Value (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 MC Owner executes and delivers an affidavit to such effect, ; or (iii) the security interest was filed more than five (5) year years prior to the Closing Date and was not renewed; and in addition, as a result thereof or otherwise, the Title Company omits such security interest as an exception from the Title Commitment.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by SellerMC Owner, Seller MC Owner shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing to be applied to satisfy such lien at Closing, or MC Owner provides an indemnity from MCRLP in form and substance satisfactory to the Title Company, the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment without additional premium or insures against collection thereof from out of cost to the Real PropertyROFO (RM) Parties, and the ROFO (RM) Parties’ lender does not object to such omission based on such indemnity and a credit is given to Purchaser the ROFO (RM) Parties for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller MC Owner or any former owner of the Real Property, that may be a lien against the Real Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller MC Owner deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Real Property from the lien thereofthereof or an indemnity agreement reasonably satisfactory to the Title Company, the Title Company omits the lien as an exception from the Title Commitment and the ROFO (RM) Parties’ lender does not object to such omission based on such indemnity agreement. If any such tax issue is not resolved within sixty (60) days of after Closing, the Title Company shall, at the ROFO (RM) Parties’ direction use any escrowed funds to satisfy such tax. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of SellerMC Owner, Seller MC Owner will deliver to Purchaser the ROFO (RM) Parties and the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to SellerMC Owner, and and, so long as the Title Company omits the same as an exception from the Title Commitment without additional premium or cost to the ROFO (RM) Parties, such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Op Unit Redemption Agreement (Mack Cali Realty L P)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) days following the Effective Date, Purchaser has ordered shall obtain, at Seller’s sole cost and expense, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25) for a standard form ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within ten (10) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, on or prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment, and (iii) any liens or notices of violation issued by a governmental entity which, if not cured, could reasonably be expected to become a lien on the Property (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing 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”ii) 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 days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after 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)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. (a) Purchaser acknowledges that Seller, at Seller's sole expense, has ordered previously caused to be furnished to Purchaser a current title commitment for an owner's title insurance commitment with respect to the Real Property issued, by the Title Company policy (the “"Commitment") issued through Commonwealth Land Title Commitment”Company, 000 Xxxxxx Xxxx, Suite 600, Dallas, Texas 75225 (the "Title Company"). On or before July 25, 2013setting forth the state of title of the Property and all exceptions, Purchaser shall provide to Seller including easements, restrictions, rights-of-way, covenants, reservations and other conditions, if any, affecting the Property which would appear in an Owner's Title CommitmentPolicy (herein so called) if issued, together with legible copies of all instruments creating such exceptions. In the title event any exceptions listed thereon. On appear in the Commitment or before August 8matters are reflected on the Survey that are unacceptable to Purchaser, 2013 then Purchaser shall, within ten (10) days after Purchaser receives the “Title Objection Date”)last to be received among the Commitment, Purchaser shall the copies of the instruments creating such exceptions and the Survey, notify Seller in writingwriting of each exception to which Purchaser objects. Any exceptions to which Purchaser does not object shall be considered as "Permitted Exceptions ". In the event Purchaser notifies Seller of unacceptable exceptions or conditions, if there are as herein provided, Seller shall have ten (i10) any monetary liens days thereafter in which to eliminate or other title modify such unacceptable exceptions that Purchaser objects or conditions, but Seller shall have no obligation to (“Title Objections”) or (ii) any Survey Objectiondo so. In the event Seller does fails or chooses not receive written notice to eliminate or modify such unacceptable exceptions or conditions to the reasonable satisfaction of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCEPurchaser within said ten (10) day period, then and in such event, 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 may within five (5) Business Days after he or she receives days following said ten (10) day period, terminate this Contract by written notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if Seller and the Title Company, whereupon this Contract shall, ipso facto, terminate and the Deposit shall be immediately returned to Purchaser by the Title Company and the parties hereto shall have no further obligations one to the other hereunder other than the indemnification obligations of Purchaser in Paragraph 5 below. In the event Purchaser fails to terminate this Contract by giving such written notice is received with less than to Seller and Title Company within the five (5) Business Days prior to the Closing)day time period provided, 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, then Purchaser will shall be deemed conclusively to have accepted the all title exceptions to title set forth on any updates in the Commitment and all matters disclosed by the Survey which Seller has not cured or agreed to cure and all such exceptions contained in the Title Commitment as shall be included in the term "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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Real Estate Contract of Sale (Apple Residential Income Trust Inc)
Title Commitment. Buyer's approval, in its sole discretion, by the expiration of the Due Diligence Period of the following (collectively, "Commitment"): (i) a current title commitment for the Real Property issued by the Title Company; (ii) copies of all underlying title documents described in such title commitment; and (iii) the Existing Survey (defined below), if any, or any update thereto obtained by Buyer if Buyer so elects, prior to the expiration of the Due Diligence Period.
(a) Purchaser has ordered Seller shall deliver (or cause to be delivered) to Buyer the Commitment and, if possessed by Seller, an ALTA Property survey ("Existing Survey"). Buyer, at its sole discretion, cost and expense, shall have the right to commission an updated survey (the "Updated Survey"). In the event Buyer timely objects in writing to matters on the Commitment, the Existing Survey and the Updated Survey in accordance with the approval procedures set forth in Section 3.4 herein, Seller shall have the right, but not the obligation, to notify Buyer in writing within five (5) calendar days after the date of Seller's receipt of the Buyer's notice that Seller desires to have until Closing in which to remove or to cure, or to agree to remove or to cure some or all of the disapproved items to Buyer's reasonable satisfaction. Seller's notice may limit such attempts to cure or remove to exclude payment of money or taking any judicial action. Seller's failure to deliver such notice to Buyer within such five (5) day period with respect to any disapproved item shall be deemed to be an election by Seller not to attempt to remove or to cure such items. Notwithstanding the foregoing, Seller agrees to remove prior to or concurrently with the Close of Escrow any mortgages or deeds of trust encumbering the Real Property, any liens for delinquent taxes, judgment liens, or mechanic's liens arising out of work performed or materials supplied to the Real Property by Seller, but in all events excluding the lien for taxes, not yet due and payable. In connection therewith, Seller shall have the option, in Seller's sole discretion and without Retail Opportunity Investment Corp./Regency Santa Xxx Downtown Plaza.P&S Agt (v8 – Final) Buyer's consent, of curing Buyer's objection to any mechanic's lien encumbering the Property or a title insurance commitment portion thereof in the face amount of Fifty Thousand and No/100 Dollars ($50,000.00) or less by the posting of a bond by a reputable bonding company reasonably acceptable to Buyer, provided that Buyer shall have reasonable approval rights with respect to the Real Property issuedform, by the Title Company (the “Title Commitment”). On or before July 25terms, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies and amount of the title exceptions listed thereonbond so posted. 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 Buyer shall be deemed to have approved all exceptions not objected to by Buyer or to which objections have been waived its right by Buyer pursuant to object to any Survey ObjectionSection 3.3.4(b) below.
(b) After If Seller elects not to attempt to remove or to cure some or all of the Title Objection Datedisapproved items pursuant to Section 3.3.4
(a) to Buyer's reasonable satisfaction, or if Seller has agreed to attempt to remove or cure some or all of such disapproved items and is unable to or has failed to remove or cure the Title Company raises any new exception same, then Buyer shall have, as Buyer's sole and exclusive remedy, the right exercisable on or before three (3) business days after Seller's election or deemed election (or prior to Close of Escrow if Seller elects but is unable or fails to remove or cure such disapproved item) either (i) to waive such exceptions to title, and proceed to take title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he Property without any deduction 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 offset in 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 PropertyPrice, or (ii) to terminate this Agreement and the Escrow by giving written notice of such personal property is the property of a Tenant, termination to Seller and to Escrow Holder in which event Buyer and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior shall have no further liability to the Closing Date other hereunder except for those provisions that specifically survive the termination of this Agreement and was not renewed.
(d) If on the Closing Date the Real Property Deposit shall be affected by any lien which, pursuant returned to the provisions of this Agreement, is required Buyer. Buyer's failure to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against provide Seller or any former owner Escrow Holder with written notice of the Property, that may be a lien against the Property on the Closing Date, termination within said three (3) business day period shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsconstitute Buyer's election under clause (i) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Retail Opportunity Investments Corp)
Title Commitment. Within fifteen (a15) Purchaser has ordered days after the execution and deposit of this Agreement with Escrow Agent, Escrow Agent shall deliver to Optionee and Optionor a preliminary title insurance commitment with respect to report for the Real Property issued, by the ("Title Company Commitment") for a standard coverage owner's policy (the “Title Commitment”"The Policy"). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of all documents referred to therein. Escrow Agent shall give notice to Optionee and Optionor of the date on which Escrow Agent delivers the Title Commitment to Optionee. Within fifteen (15) days following receipt of the Title commitment, Optionee shall give Optionor and Eso7ow Agent notice of any objections Optionee has to the condition of title exceptions listed thereon. On or before August 8, 2013 (to the “Property as shown in 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 ObjectionCommitment. In the event Seller Optionee does not receive timely tender such written notice of any Title Objections or Survey Objection by the Title Objection Datenotice, 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 Optionee shall be deemed to have waived its right to object to any Survey Objection.
(b) After approved of the condition of title and the Title Objection DateCommitment. If Optionee timely gives such notice, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel Optionor shall have five (5) Business Days after he or she receives days following Optionor's receipt of such notice to give Optionee and Escrow Agent notice of such exception (Optionor's election to cure by the “New Objection Date”) (or as promptly as possible prior Review Termination Date any of the items objected to the Closing if by Optionee. If Optionor does not give such notice is received with less than respect to all or any of the objectionable items, Optionor shall be deemed to be unwilling or unable to cure such objectionable items. If Optionor undertakes steps to cure said objectionable items but has not cured all of the objectionable items on or before five (5) Business Days days prior to the ClosingReview Termination Date (as hereinafter defined), Optionee may then elect on or before the Review Termination Date to provide Seller with written notice if such exception constitutes a terminate this Agreement by disapproving the Title ObjectionCommitment. In If Optionee approves or is deemed to have waived the event Seller does not receive notice condition and feasibility of such Title Objection by the New Objection DateProperty under Paragraph 8 below, Purchaser will Optionee shall be deemed to have accepted the exceptions approved and waived all objections to all 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 matters other than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, those that Optionor has cured pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienparagraph.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Immediately following the execution and delivery of this Agreement by all parties hereto (athe "Effective Date"), Purchaser shall order commitments for title insurance, including legible copies of all exceptions and ALTA/ASCM surveys for each parcel (the "Title Commitment") to be underwritten by a reputable title company selected by Purchaser has ordered (the "Title Company") and shall cause a copy thereof to be delivered to be simultaneously delivered to Seller's counsel. Purchaser agrees to take title insurance commitment with respect to the Real Property issuedsubject to those exceptions set forth on Exhibit "F" annexed hereto and the standard printed title exceptions (collectively, by the "Permitted Exceptions"), provided, however, that such standard printed exceptions shall not require Purchaser to take title subject to unrecorded easements of which Seller has knowledge or mechanics liens; and provided, further that Purchaser shall take title subject to (i) any facts an accurate survey of the parcels may reveal provided such facts do not render title uninsurable, (ii) the lien of real estate taxes not yet due and payable and (iii) rights of tenant as tenants only. In the event the Title Company (shall report to Purchaser any objection to title other than the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the Permitted Exceptions which renders title exceptions listed thereon. On or before August 8, 2013 (the “Title Objection Date”)uninsurable at standard rates, Purchaser shall notify Seller in writingof any such objection ("Purchaser's Objection") no later than five (5) business days after receipt of each of the Title Commitments. Seller shall have the right, if there are but not the obligation, to cure Purchaser's Objection, and Seller shall have the right to adjourn the Closing Date for up to thirty (i30) any monetary liens or other title exceptions that Purchaser objects days to (“Title Objections”) or (ii) any Survey Objectioncure Purchaser's objections. In the event Seller does not receive written is unwilling or unable to cure Purchaser's Objection, Seller shall so notify Purchaser within ten (10) business days after receipt of Purchaser's notice (the "Seller's Response Period"), and within five (5) business days after receipt of Seller's notice (the "Purchaser's Response Period"), Purchaser shall either (i) accept title in its current condition without any Title Objections or Survey adjustment in the Purchase Price in which event Purchaser's Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will shall be deemed to have accepted been waived for all purposes, or waived such exceptions (ii) terminate this Agreement by written notice to title Seller and the Escrow Agent, in which event the Deposit shall be paid to Purchaser and this Agreement shall be of no further force and effect, except for those provisions expressly set forth on herein to survive. If Seller fails to give Purchaser notice within Seller's Response Period that it will cure Purchaser's Objection as aforesaid, Seller shall be deemed to have elected not to cure Purchaser's Objection. If Purchaser fails to terminate this Agreement by written notice to Seller and the Escrow Agent within Purchaser's Response Period (or within five (5) business days after the date Seller shall be deemed to have elected not to cure Purchaser's Objection), Purchaser shall be deemed to have elected to accept title in its current condition without any adjustment in the Purchase Price, and Purchaser's Objection shall be deemed to have been waived for all purposes. In the event the Title Commitment as permitted exceptions Company should issue any revisions to the Title Commitments (as accepted including, but not limited to, updates of existing surveys), which revisions reveal for the first time any new encumbrance or waived by Purchaserother title defect affecting the Property first arising after May 1, 2001 and which was not previously identified on an earlier Title Commitment, the “Permitted Exceptions”) procedure set forth above with regard to Seller's Response Period, Purchaser's Response Period and Seller's right to adjourn the Closing Date shall again apply with respect to such new encumbrance, except that Purchaser 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 such new exception encumbrance unless Purchaser objects to title to the Real Property, Purchaser’s counsel shall have Seller in writing within five (5) Business Days after he or she receives notice business days from the issuance of any such exception (revision. Seller shall not, during 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions term of this Agreement, is required cause or allow any part of the Property to be discharged conveyed or satisfied encumbered by acts of Seller. Notwithstanding the foregoing, Seller shall not be required to discharge satisfy at or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closingbefore Closing any monetary liens, and the Title Company either omits the lien as an exception from the title insurance commitment judgments or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of encumbrances affecting the Property, that may be except those arising under the Loan Documents, of a lien against fixed or ascertainable amount first arising after the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsdate hereof.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the Commonwealth Land Title Insurance Company under Commitment No. S-04 0425 (the “Title Commitment”). On or before July 25, 2013, that Purchaser shall provide to and Seller have reviewed all of the matters shown on the Title Commitment, together with legible copies and agree that the state 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 shown on the Title Commitment pro forma title policy attached hereto as permitted Exhibit G so long as the Existing Legal Discrepancy is resolved constitutes an acceptable state of title to be conveyed by Seller to Purchaser at Closing and that the exceptions noted thereon constitute Permitted Exceptions (as accepted or waived by Purchasersubject, however, to Purchaser obtaining the “Permitted Exceptions”) Updated Survey and shall be deemed providing the same 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 as required by the pro forma title to policy). By the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception date (the “New Objection Date”) which is five (5) Business Days after Purchaser’s counsel receives notice of any new exception to the title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing (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 Purchaser shall provide Seller with written notice of its objection to such new exception if such exception constitutes Purchaser deems same unacceptable (“Title Objections”). Seller covenants and agrees that neither it nor Seller’s Affiliates shall voluntarily place or allow any defects, objections or exceptions to title to the Property after the date of the Title Commitment without Purchaser’s consent, which consent may be granted or withheld in Purchaser’s sole discretion (a “Voluntary New Title ObjectionDefect”). In the event Seller does not receive notice of such the Title Objection Objections 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. Exhibit G constitutes a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, at Purchaser’s sole cost and expense, an owner’s policy of title insurance (the “Title Policy”) in the amount of the Purchase Price on the then standard ALTA owner’s form insuring Purchaser’s fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a), all matters shown on the Existing Survey and the exceptions shown on Exhibit G (collectively, the “Permitted Exceptions”) are conclusively deemed to be acceptable to Purchaser.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest assessments due and penalties thereon, which payable with respect to 2004 and all previous years on the Closing Date which 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. Notwithstanding the foregoing, to the extent that Tenant is obligated to pay such items under the Leases, such items shall not be adjusted between the parties at Closing or credited against the Purchase Price. If on the Closing Date there shall be financing statements evidencing 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 or fixtures are the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or (ii) the security interest financing statement was filed more than five (5) year years prior to the Closing Date and was not renewed. Any other financing statements filed against the Property which exist on the Closing Date will be removed by Seller.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real PropertyTitle Commitment, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of omits such exception to the Real Property and/or the Improvementstile policy, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser and the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsObjections so long as Title Company agrees to omit all such exceptions from the Title Policy.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. At the Closing, McBiz LP shall deliver or cause to be delivered to Buyer a commitment for issuance of the Title Policy (aas hereinafter defined) Purchaser has ordered a title insurance commitment with respect to be issued to the Real Property issued, Buyer by the American Title Company (the “"Title Commitment”Company"). On or before July 25, 2013, Purchaser shall provide as agent for an underwriter acceptable to Seller the Title CommitmentBuyer, together with legible copies of the any restrictive covenants, easements, and other items listed as title exceptions listed thereontherein (all of the foregoing being herein collectively referred to as the "Title Commitment"). On or before August 8The Title Commitment shall (1) be issued by the Title Company, 2013 (2) describe the “Title Objection Date”Boise Property (which legal description, unless modified by the Survey as described hereinbelow, shall be incorporated in this Agreement and used in all closing documents contemplated hereunder), Purchaser (3) specify Buyer as the prospective named insured, (4) show the portion of the Purchase Price allocable to the Boise Property as the prospective amount of the Owner's Policy, and (5) show the status of title of the Land and all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any) affecting the Boise Property which would appear in an Owner's Policy, if and when issued. With regard to the standard printed exceptions and other exceptions commonly included in title commitments issued in the State of Idaho, the exception for areas and boundaries ("survey exception") shall notify Seller be endorsed in writingthe Title Commitment to provide that the exception shall be amended at Closing to except only to "shortages in area" upon receipt of a survey acceptable to the Title Company; the exception for restrictive covenants in the Title Commitment shall, if there are (i) none, be deleted, or, if there shall be any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In such restrictive covenants affecting the event Seller does not receive written notice Boise Property, shall include an express description by applicable recording data of any Title Objections or Survey Objection by those restrictive covenants affecting 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 Boise Property; the exception for taxes in the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed limited to have waived its right to object to any Survey Objection.
(b) After taxes for 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 year in which the Closing if such notice is received with less than five (5) Business Days occurs and subsequent years and subsequent assessments for prior years due to the Closing), to provide Seller with written notice if such change in land usage and endorsed "not yet due and payable"; any 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 in the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates for parties in possession of the Boise Property or charges, sewer rents improvements thereon shall be deleted; 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 no general exception in the Title Commitment for yet to be filed against the Real Property, materialmen's and mechanic's liens or for visible and apparent easements or roads and highways or similar items (with any such items shall not exception for any such matters to 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 Tenantspecifically referenced to, and Seller executes shown on, the Survey and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected also identified by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the applicable recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.data);
Appears in 1 contract
Title Commitment. Within ten (a10) Days after the Effective Date, Purchaser has ordered shall facilitate without cost to Seller delivery of a title insurance commitment with respect to for the Real Property issued, by the from Chicago Title Insurance Company (the “"Title Company") (the "Buyer's Title Commitment”"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner's Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. On or before July 25, 2013, Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions," as defined herein. Purchaser shall provide to Seller have a period (the "Review Period") ending on the date which is ten (10) days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, together with legible copies of all instruments referred to in the title exceptions listed thereon. On or before August 8, 2013 Title Commitment (but in no event more than thirty (30) days after the “Title Objection Effective Date”), Purchaser shall ) in which to notify Seller of any objections Purchaser has to any matters shown or referred to in writingthe Title Commitment that impair the marketability of title or adversely affect or limit the use of the property for its present intended use ("Objection Notice"). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, if there are Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and give Purchaser written notice thereof within five (i5) any monetary liens or other title exceptions that Purchaser objects to days following delivery of the Objection Notice (“Title Objections”) or (ii) any Survey Objection"Seller's Cure Period"). In the event Seller does not receive is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, then in that event Purchaser may terminate this Contract by providing written notice to Seller at any time at or prior to the expiration of any Title Objections or Survey Objection by the Title Objection DateInspection Period, TIME BEING OF THE ESSENCEin which event this Contract shall terminate, then Purchaser will the Property Xxxxxxx Money shall be deemed returned to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, and the “Permitted Exceptions”) and parties hereto shall have no further obligations one to the other. In the event Purchaser fails to timely terminate the Contract as aforesaid, Purchaser shall be deemed to have waived its right elected to object waive any such unacceptable conditions and exceptions and proceed to Closing. Seller shall have no obligation to remove or cure title objections, except for (I) liens of an ascertainable amount created by Seller (including any Survey Objection.
financing which encumbers the Property), which liens Seller shall cause to be released at the Closing or affirmatively insured over by Purchaser's title company, as title insurer, (b2) After the Title Objection Date, if the Title Company raises any new exception exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Purchaser's consent, and (3) non-consensual liens not exceeding $25,000 in the aggregate, which liens Seller shall cause 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 be released at 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 or affirmatively insured over by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to Escrow Agent as title set forth on any updates to the Title Commitment as Permitted Exceptionsinsurer.
(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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Realmark Property Investors LTD Partnership V)
Title Commitment. (a) Purchaser has ordered Buyer, at its cost and expense, shall obtain and cause a copy to be furnished to Seller of a current 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 ) issued by a title insurance company selected by Buyer and reasonably acceptable to Seller (the “Title CommitmentCompany”), together with legible copies of all exceptions to title referenced therein. The Title Commitment shall set forth the state of title to the Real Property, together with all exceptions listed thereonor conditions to such title, including all easements, restrictions, rights-of-way, covenants, reservations, and all other encumbrances affecting the Real Property which would appear in an owner’s or leasehold title policy, if issued. On The Title Commitment shall contain the express commitment of the Title Company to issue one or before August 8more owners’ or leasehold title policies (collectively, 2013 (the “Title Objection DatePolicy”), Purchaser shall ) to Buyer in an amount equal to the amount of purchase price as allocated per Section 2.3 of the Real Property insuring such title to the Real Property as is specified in the Title Commitment. Buyer will have five (5) days from the date Buyer receives the Title Commitment and Survey (as defined below) within which to cause the Title Commitment and the Survey to be examined and to notify Seller in writing, if there are (i) writing of any monetary liens or other material objections to Seller’s title exceptions that Purchaser objects to reflected by the Title Commitment and the Survey (“Title ObjectionsBuyer’s Objection”). Seller shall have five (5) or days from receipt of Buyer’s written objections to cure the material defects set forth therein, and to provide Buyer with written notice of Seller’s action to remedy such objection. (ii) any Survey Objection“Seller’s Response”). In the event If Seller does not receive timely cure and provide such notice, Buyer may, within three days thereafter either (a) accept title to the Real Estate as provided, or (b) terminate the Agreement in written notice to Seller. If Buyer does not deliver to Seller written notice of any Title Objections or Survey Objection by the Title Objection Datetermination within such day three day period, TIME BEING OF THE ESSENCE, then Purchaser Buyer will be deemed to have accepted or waived such exceptions title to the Real Estate as shown in the Title Commitment without reduction of Purchase Price. At Closing, an authorized agent of the Title Company shall down-date and initial the Title Commitment to reflect the condition of title set forth on of the Real Property must be consistent with the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed modified to have waived its right to object to any Survey Objectiondelete Buyer’s objections therefrom.
(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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Asset Purchase Agreement (Tandem Health Care, Inc.)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25) for a standard form ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment, and (iii) any liens or notices of violation issued by a governmental entity which could, if not cured, become a lien against the Property (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing 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”ii) 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 days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after 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)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. 1. No more than thirty (a30) Purchaser has ordered days after the Effective Date of this Agreement as set forth below, Seller shall have furnished to Purchaser, at Seller's expense, a current ALTA 1992 Form B standard commitment for an owner's policy of title insurance commitment with respect to (the Real Property issued"Title Commitment"), issued by the Title Company, under which the Title Company shall agree to insure, in the name of Purchaser and in the amount of the Purchase Price, fee simple title to the Property upon delivery of Seller's aforesaid deed to Purchaser. The Property shall be subject only to current general real estate taxes, special assessments and special service area assessments not yet delinquent, to those exceptions set forth on Exhibit B to the Ground Lease, and to covenants, conditions, restrictions, easements and encumbrances of record occurring by or through Purchaser (collectively, the “"Permitted Exceptions"). In addition, Seller shall cause the Title Company to issue endorsements in said Title Commitment covering the following:
A. an access endorsement insuring that there is direct and unencumbered access for automobiles and commercial vehicles to and from the Property to physically open streets;
B. contiguity of all parcels comprising the Property and contiguity of the Property to physically open streets. At or prior to the delivery of the Title Commitment”). On , Seller shall also deliver or before July 25, 2013, cause to be delivered to Purchaser shall provide to Seller copies of all documents of record reflected as exceptions in the Title Commitment, together with legible copies of any other easements, covenants or agreements benefiting or affecting the title exceptions listed thereonProperty, whether or not of record, of which Seller has knowledge or control. On or before August 8Within thirty (30) days after receipt by Purchaser of the Title Commitment, 2013 (the “Title Objection Date”)documentation described in the previous sentence, and the Survey described in Section VI(a)(2) below, Purchaser shall notify advise Seller of any defect or objection thereto. Seller shall then have thirty (30) days from the date of Purchaser's objection to correct or satisfy all defects or objections, and if such defects and objections are not, in writingthe reasonable opinion of Purchaser, satisfied within such time, or if there any defects or objections arise after the date hereof and are not corrected or satisfied within said thirty (i30) any monetary day period, then Purchaser, at its option, may elect to terminate this Agreement without liability to Seller by written notice to Seller, in which case, notwithstanding anything contained herein to the contrary, the Xxxxxxx Money Deposit shall be promptly returned to Purchaser, or Purchaser may elect to proceed to Closing and take as a credit against the Purchase Price the actual or reasonably estimated cost of curing defects or objections of a definite or ascertainable amount. Seller shall use commercially reasonable efforts to cure such objections or defects but shall not be obligated to spend more than $25,000.00 in the aggregate to do so (except in the case of liens securing indebtedness of Seller, which Seller covenants to have released at or other title exceptions that Purchaser objects prior 4 to (“Title Objections”) or (ii) any Survey ObjectionClosing without regard to such $25,000.00 cost limitation). In Notwithstanding anything contained herein to the contrary, in the event Seller does not receive written notice of any Title Objections such defect or Survey Objection objection is a lien for a liquidated sum that can be satisfied by the Title Objection Datepayment of money but is not so satisfied at or prior to Closing, TIME BEING OF THE ESSENCEor shall be created by the affirmative act of Seller after the Effective Date of this Agreement, 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 a default by Purchaser, the “Permitted Exceptions”) and Seller shall be deemed to have waived its right to object to any Survey Objectionoccurred hereunder.
(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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Within ten (a10) days from the Effective Date, Seller will deliver to Purchaser has ordered a preliminary title insurance commitment with report (and complete legible copies of all documents or items referenced therein as exceptions) issued by Xxxxxxx Title North Texas, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, 214/220-2060, (Attn: Xxxxx Xxxx) as agent for Xxxxxxx Title Guarantee Corporation (“Title Company”) in respect to of the Real Property issued(collectively, by the Title Company (the “Title Commitment”). On Purchaser shall, on or before July 25the expiration of the Objection Period, 2013approve or disapprove in writing the Title Commitment. Purchaser’s failure to either timely approve or disapprove in writing the Title Commitment shall be deemed to constitute Purchaser’s approval of same, and such shall then become Permitted Exceptions. If Purchaser shall provide to Seller timely disapproves any item set forth in the Title Commitment, together with legible copies of then Seller shall have the title right, but not the obligation, to attempt to cure or cause to be cured such disapproved item. Seller shall have until 5:00 p.m. (Central Time) on the Cure Date to cure such disapproved item. If Seller timely cures all disapproved items, then the Title Commitment shall be deemed approved, and all other exceptions listed thereontherein shall then become Permitted Exceptions. 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 If Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCEtimely cure all disapproved items, then Purchaser will be deemed to have accepted shall, on 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 before five (5) Business Days 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)Cure Period, 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 either (i) terminate this Agreement by depositing with Seller and Escrow Agent a written notice of termination, whereupon Escrow Agent shall release and return the personal property covered by such security interests are no longer in or on the Real PropertyXxxxxxx Money to Purchaser, 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 prior waive in writing its objection to the Closing Date disapproved items, which shall then become Permitted Exceptions. Purchaser’s failure to timely deposit with Seller and was not renewed.
(d) If on Escrow Agent a written notice of termination or waive its objection to the Closing Date the Real Property disapproved items shall be affected by any lien which, pursuant deemed to the provisions constitute Purchaser’s waiver of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an its objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, said items and such search results shall not be deemed Title Objectionsbecome Permitted Exceptions.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Pinnacle Entertainment Inc)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25) for a standard form ALTA Owner's Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment, and (iii) any liens or notices of violation issued by a governmental entity which could, if not cured, become a lien against the Property (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing 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”ii) 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 days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after 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)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. (a) Purchaser has ordered a Seller shall convey good and marketable fee simple title insurance commitment with respect to the Real Property issuedto Purchaser at Closing, by subject only to the Title Company “Permitted Encumbrances” (defined below). Within five (5) days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment (the “Title Commitment”). On or before July 25) for a standard form ALTA Owner's Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Real Property, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall notify have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller in writing, if there are was to so respond) to either (i) waive any monetary liens or other such title exceptions that Purchaser objects objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Title ObjectionsPermitted Encumbrance”) , as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey Objectionindicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser Unacceptable Encumbrances that are voluntarily created by Seller (“Voluntary Unacceptable Encumbrances”) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Voluntary Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing 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”ii) 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 days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after 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)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust IV, Inc.)
Title Commitment. (a) Purchaser has ordered Objections. Seller shall obtain from the Title Company a current title insurance commitment with respect to for 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 any restrictive covenants, easements, and other items listed as title exceptions listed thereon. On or before August 8, 2013 therein to issue an ALTA Form B Owner's Policy of Title Insurance (the “"Title Objection Policy") for the Property. Within five (5) business days after the Effective Date”, Seller shall provide to Purchaser, to the extent same are in Seller's possession, copies of the following: (a) any title commitments or title policies concerning the Property, including the Title Commitment, (b) a current survey of the Property showing all Improvements thereon (the "Survey") and (c) a current rent roll reflecting all Leases that affect the Property. Within fifteen (15) business days after the receipt of items (a) through (c) referred to in the immediately preceding sentence (the "Title Review Period"), Purchaser shall give written notice (the "Objection Notice") to Seller of any item affecting the title or the Survey to which Purchaser objects (the "Objections") separately specifying and setting forth each such Objection, and Seller shall notify Purchaser within five (5) business days after its receipt of Purchaser's written notice of Seller's intent to not cure one or more of the Objections ("Seller's Notice"). Seller shall then cure on or before Closing all Objections except those set forth in Seller's Notice. Seller shall pay or bond over any mechanic's liens, real estate and personal property taxes and unpaid bills with respect to the Property incurred or arising with respect to periods prior to Closing. If Purchaser gives Seller an Objection Notice within the Title Review Period, then all matters disclosed in the Title Commitment which are not objected to in such Objection Notice shall be deemed to be Permitted Encumbrances. If Purchaser fails to give Seller an Objection Notice within the period set forth above, then all matters disclosed in the Title Commitment shall be deemed to be Permitted Encumbrances. Purchaser may issue an Objection Notice with respect to any new matters first reflected in any update of the Title Commitment or Survey, so long as it is given within five (5) business days of receipt of such update. If Purchaser has any Objections which Seller has not elected to cure, then Purchaser shall have the right to notify Seller in writing, if there are prior to the later of (i) any monetary liens or other title exceptions that Purchaser objects to (“the expiration of the Title Objections”) Review Period or (ii) any Survey Objection. In the event Seller does not three (3) business days after receipt of Seller's Notice that Purchaser has elected to 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release return of the Property from Earnest Money (together wixx xxx interest accrued thereon) in accordance with Section 2.2 hereof, and, following Purchaser's receipt thereof, this Agreement shall terminate and neither party shall have any further obligations to the lien thereof. If a search of title discloses judgmentsother party hereunder, bankruptcies, or other returns against other persons having names except the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsSurviving Duties.
Appears in 1 contract
Samples: Property Purchase Agreement (Homes for America Holdings Inc)
Title Commitment. Within five (5) days following the Effective Date, the Buyer, at the Buyer’s expense, shall order a title commitment for the Property (the “Commitment”), together with a copy of all documents of record and all exceptions to title to the Property as indicated in the Commitment from a title company of the Buyer’s choosing (the “Title Company”). If the Commitment discloses defects in title or other adverse matters other than (a) Purchaser has ordered a utility easements, setback restrictions and other easements, covenants and restrictions required in connection with the development of the Property which do not materially, adversely affect the Buyer’s intended development of the Property, (b) non-delinquent real estate taxes, or (c) any other title insurance commitment or survey defect not objected to by the Buyer set forth in the Commitment (the “Permitted Title Exceptions”), the Buyer shall notify the Seller of these defects on or before the fifteenth (15th) day after the Effective Date. If the Buyer does not give notice within such time, the Buyer shall be conclusively deemed to have accepted all title matters with respect to the Real Property issuedProperty. Upon receipt of notice from the Buyer that any title defects or other matters shall exist with respect to the Property, by other than a Permitted Title Exception, the Title Company Seller, within ten (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies 10) days after receipt of the title exceptions listed thereon. On or before August 8Buyer’s notice, 2013 (the “Title Objection Date”), Purchaser shall notify the Buyer in writing whether the Seller in writing, if there are (i) will remedy any monetary liens or all such title defects or other title exceptions that Purchaser objects objectionable matters prior to (“Title Objections”) or (ii) any Survey ObjectionClosing. In If the event Seller does not receive agree to cure all such title defects and other objectionable matters prior to Closing, the Buyer may, by written notice to the Seller given within five (5) days after receipt of the Seller’s notice, (x) waive any Title Objections such title defects or Survey Objection by other objectionable matters that the Title Objection DateSeller has not agreed to cure in which case such defects, 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 matters shall be deemed to have waived its right to object to any Survey Objection.
(b) After the be Permitted 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 (iiy) 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required to be discharged whereupon neither party shall have any further rights or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser obligations under this Agreement except for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. To the extent not previously obtained by Purchaser, Purchaser shall order (aprovided that Seller shall only be responsible for the costs associated with preliminary title reports) Title Reports sufficient for Purchaser has ordered to obtain a title insurance commitment with respect to the Real Property issued, issued by the Title Company providing for the issuance at the Closing to Purchaser of an ALTA Owner’s Policy (Form 6-17-06) to insure the Real Property to be conveyed hereunder, in the amount of the Purchase Price, with deletion of all general or standard exceptions, with such other endorsements (“Endorsements”) as may be reasonably requested by Purchaser and available in the State of Oregon (the “Title CommitmentCommitments”). 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 all documents (the “Title Objection DatePapers”), ) referred to in the Title Reports. Purchaser shall notify Seller in writingwriting (“Purchaser’s Title Notice”), if there are (i) at all, on or before to the expiration of the Contingency Period, of any monetary liens Title Defects or other title exceptions that Purchaser objects objections to any of the Title Reports, Title Commitments, Title Papers or Surveys (the “Title Evidence”). Seller shall have a period of five (5) business days (“Title ObjectionsSeller’s Notice Period”) following delivery of Purchaser’s Title Notice to Seller to notify Purchaser in writing (“Seller’s Response Notice”) as to which Title Defects Seller shall cause prior to Closing to be cured and removed or (ii) any Survey Objectioninsured over by the Title Company. In Purchaser’s Title Notice must be delivered to Seller, if at all, on or before the event expiration of the Contingency Period. Any matters which are expressly disclosed by the Title Evidence and are not objected to by Purchaser in Purchaser’s Title Notice shall be “Permitted Exceptions.” If Seller does not receive agree to cure and remove all Title Defects in a manner reasonably satisfactory to Purchaser then Purchaser may elect, by written notice to Seller and Escrowee, within five (5) business days after the expiration of Seller’s Notice Period, to (A) terminate this Agreement, in which event the Deposit, and if applicable, the Additional Deposit, shall be refunded to Purchaser, this Agreement shall become null and void (except for those provisions that expressly survive the termination of this Agreement) and the parties shall have no further obligations hereunder (except pursuant to those provisions that expressly survive the termination of this Agreement), or (B) proceed to close this transaction without any Title Objections or Survey Objection by deduction to the Purchase Price, in which event the Title Objection Date, TIME BEING OF THE ESSENCEDefects that Seller does not agree to cure or remove shall be deemed to be additional Permitted Exceptions. If Purchaser does not notify Seller and Escrowee within five (5) business days after the expiration of Seller’s Notice Period that Purchaser elects to proceed in accordance with subsection (B) above, 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 elected to object to any Survey Objection.
(b) After terminate this Agreement, in which event the Title Objection DateDeposit, and if applicable, the Title Company raises any new exception to title to the Real PropertyAdditional Deposit, 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 refunded to Purchaser, this Agreement shall become null and void (except for those provisions that expressly survive 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions termination of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, ) and the Title Company either omits parties shall have no further obligations hereunder (except pursuant to those provisions that expressly survive the lien as an exception from the title insurance commitment or insures against collection thereof from out termination of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienthis Agreement).
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Student & Senior Housing Trust, Inc.)
Title Commitment. Sellers shall, within three (a3) Purchaser has ordered business days after the Effective Date, deliver or cause Title Insurer to deliver, a title insurance commitment with respect to insure fee title to the Real Property issued, by the Title Company (the “Title "Commitment”). On or before July 25, 2013, Purchaser shall provide ") with respect to Seller the Title Commitmenteach Property, together with a legible copies copy of each instrument that is listed as an exception in the title exceptions listed thereonCommitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. On Buyer shall have until the Tranche 1 Approval Date [or before August 8Tranche 2 Approval Date, 2013 as applicable] (the “Title Objection Date”) to examine same and to notify Sellers in writing of its objections to title (all items so objected to being hereinafter referred to as the "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, Purchaser except those specifically and timely objected to by Buyer in accordance with this Section, 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 approved by Purchaser, the “Permitted Exceptions”) Buyer and shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers of any Objectionable Items, Sellers may, but shall not be obligated to, cure or remove same; however, Sellers agree to consult with Title Insurer in order to determine which Objectionable Items, if any, Title Insurer is willing to remove, all with no action required on the part of Sellers. Anything in this Agreement to the contrary notwithstanding, Sellers shall, prior to the applicable Closing, cure any monetary liens and other liens of an ascertainable amount created or assumed by, through or under Sellers (the “Monetary Exceptions”). If Sellers and/or Title Insurer does cure or remove all such Objectionable Items, Buyer shall have waived its no further right to object terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as set forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment to issue, at Closing, a T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price for such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within five (5) days after Sellers’ receipt of Buyer's notice of Objectionable Items, as to which Objectionable Items Sellers and/or Title Insurer are willing or able to cure or remove ("Seller's Election"); and if no such notice is given within such time period, Sellers shall be deemed to have elected not to cure any Survey Objection.of the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:
(a) to accept title to the Properties subject to the Objectionable Items which Sellers are unwilling or unable to cure (all such items being thereafter included in "Permitted Exceptions"), in which event the obligations of the parties hereunder shall not be affected by reason of such matters, the sale contemplated hereunder shall be consummated without reduction of the Purchase Price, and Buyer shall have no further right to terminate this Agreement pursuant to this Section 5.1; or
(b) After to terminate this Agreement in accordance with Article 14 hereof; provided however, that in the Title Objection Dateevent that Seller elects to cure, if the Title Company raises any new exception or is required to title cure pursuant to the Real Propertyterms of this Agreement, Purchaser’s counsel any Objectionable Item and fails to do so prior to Closing, such failure shall be a default by Seller and subject to the terms of Section 13.2 hereof. If Sellers have not received Buyer's Election within such five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior day period, Buyer shall be deemed conclusively to have elected to accept title to the Closing if such notice is received Properties in accordance with less than five paragraph (5a) Business Days prior to above. At the applicable Closing), to each Seller shall provide Seller Title Insurer with written notice if such exception constitutes a Title ObjectionAffidavit in the form of Exhibit K attached hereto. In the event Under no circumstances shall any 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 taxesgive Title Insurer any certificate, 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptciesaffidavit, or other returns against other persons having names undertaking of any sort which would have the same as or similar to effect of increasing the potential liability of such Seller over that which it would have by giving Buyer the Special Warranty Deed required hereunder and giving the Title Insurer the Title Affidavit in the form of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsExhibit K attached hereto.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Steadfast Income REIT, Inc.)
Title Commitment. (a) Purchaser has ordered Seller shall cause Escrow Agent to issue and deliver to Buyer a title insurance commitment with respect to the Real Property issued, by pursuant to which the Title Company commits to issue an owner’s policy of title insurance with respect to the Property, and to provide legible copies of all instruments referred to in the title commitment (collectively, the “Title Report”). Seller shall also deliver to Buyer the most recent “as built’ survey in Seller’s possession (the “Survey”). Buyer shall have seven (7) days after receipt of the last of the Title Report and the Survey to review and to object in writing to any easements, liens, encumbrances or other exceptions or requirements in the Title Report and Survey (the “Title CommitmentObjections”). On or before July 25If Buyer fails to object within the time specified, 2013, Purchaser shall provide then the condition of title to Seller the Property reflected on the Title CommitmentReport and Survey will be deemed approved, together with legible copies and all exceptions to title noted thereon shall be Permitted Exceptions. If Buyer makes Title Objections, all matters shown on the Title Report and Survey to which Buyer does not object shall be deemed Permitted Exceptions. If the Title Objections are made within the time specified, Seller may (but is not obligated to) attempt to eliminate, or advise Buyer if it will attempt to eliminate, the matters covered by the Title Objections within five (5) days after receipt of the title exceptions listed thereon. On or before August 8, 2013 Title Objections (the “Title Objection Seller Response Date”). If Seller responds by the Seller Response Date that it is unable or unwilling to eliminate the matters covered by the Title Objections, Purchaser or Seller does not respond to the Title Objections by such date, Buyer, within five (5) days after the Seller Response Date, shall notify Seller in writing, if there are either (i) any monetary liens waive the Title Objections that Seller was unable or other title exceptions that Purchaser objects unwilling (or deemed to (“Title Objections”be unable or willing by not responding) to cure or (ii) any Survey Objectionterminate this Agreement (such termination resulting in the return of the Xxxxxxx Money Deposit as provided in Section 4 of this Agreement). In the event Seller If Buyer does not receive written notice so terminate this Agreement within five (5) days of any Title Objections or Survey Objection by the Title Objection Seller Response Date, TIME BEING OF THE ESSENCE, then Purchaser Buyer 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 Exceptions those 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money has not cured or a parental guaranty reasonably acceptable agreed in writing to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionscure.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Resource Real Estate Opportunity REIT, Inc.)
Title Commitment. (a) Purchaser has ordered shall obtain, at Purchaser’s expense, a commitment for an owner's policy of title insurance commitment with respect to the Real Property issued, issued by the Title Company Company, certifying to Purchaser the then status of title to the Property and setting forth all objections or exceptions to title affecting the same (the “Title Commitment”). ) and Purchaser may obtain a current survey of the Property (the "Survey") prepared by a duly licensed surveyor.
(a) On or before July 25, 2013twenty (20) days after the Effective Date, Purchaser shall provide deliver to Seller a true and complete copy of the Title CommitmentCommitment (including, together with legible copies to the extent then available to Purchaser, a copy of each instrument shown as an exception therein) and the title exceptions listed thereon. On or before August 8Survey, 2013 (the “Title Objection Date”)if any, Purchaser shall and may notify Seller in writing, if there are (i) of any monetary liens or other objections to the status of title exceptions that Purchaser objects to the Property and survey matters (“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 All matters set forth on the Title Commitment and Survey as permitted exceptions to which Purchaser does not object or fails to object within said twenty (as accepted or waived by Purchaser, the “Permitted Exceptions”20) day period shall be deemed approved and shall be deemed to have waived its right to object to any Survey Objection“Permitted Encumbrances”.
(b) After the Title Objection DateExcept as to Monetary Objections, if the Title Company raises Seller shall be under no obligation to cure any new exception to title to the Real Propertyor survey objection(s), Purchaser’s counsel shall have other than Monetary Objections. Seller may, within five (5) Business Days after he or she receives receipt of Purchaser’s notice of such exception Title Objections (the “New Objection DateNotice”), deliver to Purchaser written notice (“Cure Notice”) setting forth which of Purchaser’s Title Objections (or as promptly as possible prior excluding Monetary Objections), if any, Seller will endeavor to the Closing if such notice is received with less than cure. If Seller has not given a Cure Notice within five (5) Business Days prior to the Closing)after receipt of Purchaser’s Objection Notice, 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 shall be deemed to have accepted the exceptions given notice that it declines to title set forth on any updates to the cure Purchaser’s 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 ObjectionObjections. If Seller declines, or is deemed to have declined, to cure all of Purchaser’s Title Objections (other than Monetary Objections), Purchaser may, as its sole and exclusive remedy, on or before the Closing Date there date that is ten (10) Business Days after Seller’s receipt of Purchaser’s Objection Notice, elect to terminate this Agreement by delivering written notice thereof to Seller, whereupon, the Deposit (or Letter of Credit or the proceeds thereof) 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, returned to Purchaser and Seller executes and delivers an affidavit except with respect to such effect, or the security interest was filed more than five (5) year prior those matters expressly stated to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions survive termination of this Agreement, is required neither party shall have any further liability hereunder. If Purchaser fails to notify Seller that Purchaser has elected to terminate this Agreement within the time periods hereinabove provided, Purchaser’s right to terminate this Agreement pursuant to this Section 10.2(b) on account of Title Objections other than Monetary Objections shall be discharged deemed waived. Notwithstanding anything to the contrary contained herein or satisfied by Sellerelsewhere in this Agreement, Seller shall not be required obligated to discharge cure, satisfy and/or have removed from title to the Property at or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closingbefore Closing all Monetary Objections, and may use the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out cash proceeds of the Real Property, and a credit is given Purchase Price to Purchaser for do so at the recording charges for a satisfaction or discharge of such lienClosing.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)
Title Commitment. (a) Purchaser has ordered Seller shall deliver to Buyer or Buyer’s agent, not less than five days prior to the time of closing, a title commitment for an owner’s title insurance policy issued by a title insurance commitment with respect company licensed to do business in the State of Illinois, in the amount of the purchase price, covering title to the Real Property issuedreal estate on or after the dare hereof, showing title in the intended grantor subject only to (1) the conditions and stipulations and standard or general exceptions contained in the owner’s policy issued by the Title Company that company, (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of 2) the title exceptions listed thereon. On or before August 8set forth above in paragraph 4, 2013 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i3) 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 which may be removed by the Title Objection Datepayment of money at the time of closing and which the Seller may so remove at that time by using the funds to be paid upon the delivery of the deed. Any title commitment furnished by the Seller hereunder shall be conclusive evidence of good title as therein shown, TIME BEING OF THE ESSENCE, then Purchaser will be deemed subject only to have accepted or waived such exceptions as therein stated. The Seller shall timely file all notices and take all necessary steps to assure the deregistration of the real estate and recording of the deed at closing. If the title commitment discloses exceptions relating to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed other than those referred 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Sellerparagraph, Seller shall have 30 days from the date of the delivery thereof to Buyer to have these exceptions removed from the commitment. If Seller fails to have these exceptions removed within such time, Buyer may terminate this contract or may elect upon notice to Seller within 10 days after the expiration of the 30-day period, to take title as it then is with the right to deduct from the purchase price liens or encumbrances of a definite or ascertainable amount. If Buyer does not be required to discharge or satisfy so elect, this contract shall become null and void without further action of the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closingparties, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, xxxxxxx money shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable returned to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsBuyer.
Appears in 1 contract
Samples: Commercial Sales Contract
Title Commitment. As soon as reasonably possible after opening of escrow, Seller shall cause a preliminary title report for an extended coverage policy (a"Commitment") Purchaser has ordered a title insurance commitment with respect to the Real Property issued, be issued by the Title Company showing the condition of title to the Real Estate. If the Commitment or any amendment thereto discloses exceptions which are objectionable to Purchaser, Purchaser, within fifteen (15) days following the “Title Commitment”). On or before July 25, 2013, date on which Purchaser shall provide to Seller received the Title Commitment, together with legible copies of all items (if available) listed as exceptions in Schedule "B" of such Commitment or within five (5) days after receipt of any amendment to the title exceptions listed thereon. On or before August 8Commitment, 2013 (the “Title Objection Date”), Purchaser shall notify deliver to 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 DatePurchaser's objections, TIME BEING OF THE ESSENCEif any, then Purchaser will be deemed to have accepted or waived such exceptions ("Unpermitted Exceptions"). If Purchaser fails to title set forth on deliver such written notice or objection to Seller within the Title Commitment as permitted exceptions (as accepted or waived by Purchaserapplicable time period, the “Permitted Exceptions”) and Purchaser shall be deemed to have waived its right to object to such Unpermitted Exceptions, which shall thereafter be deemed "Permitted Exceptions." In the event that Purchaser shall so object to any Survey Objection.such Unpermitted Exceptions, Seller shall notify Purchaser within five (5) business days following the date of Purchaser's notice of such objections that either (a) the Unpermitted Exceptions have been, or will be at or prior to Closing, removed from the Commitment or are or will be insured over by the Title Company pursuant to an endorsement to the Commitment and in such event, if reasonably required to allow the parties to prepare for Closing, the Closing Date shall be deferred to a date mutually agreed upon by the parties, or (b) Seller has failed to arrange to have the Unpermitted Exceptions removed or insured over by the Title Company. If Seller does not notify Purchaser that it has arranged to have the Unpermitted Exceptions removed or insured over within said five (5) business day period, Purchaser may elect either:
(a) to terminate this Agreement, in which event the deposit shall be returned to Purchaser as Purchaser's sole remedy hereunder; or
(b) After the Title Objection Dateto take title as it then is, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have which election must be made within five (5) Business Days after he or she receives notice days following expiration of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than said 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, day period in which event:
(1) Purchaser will shall be deemed to have accepted agreed to accept title as it then is without any reduction in the exceptions to title set forth on any updates to Purchase Price;
(2) all Unpermitted Exceptions not removed from the Commitment will thenceforth be deemed Permitted Exceptions; and
(3) this Agreement shall remain in full force and effect. If the Commitment discloses Unpermitted Exceptions, and other than those which 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 Company has agreed 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 effectinsure against, or the security interest was filed more than five (5) year prior Seller has agreed to pay or discharge, or Purchaser has agreed to waive, then unless Purchaser agrees to accept title as it then is without reduction of the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien whichPurchase Price, pursuant to the provisions of Seller may, at its option, terminate this Agreement, is required in which event the deposit together with interest accrued thereon shall be returned to be discharged or satisfied by SellerPurchaser as Purchaser's sole remedy under this Agreement. On the Closing Date, Seller shall not cause the Title Company to issue an owner's title insurance policy, or the unconditional commitment of the Title Company to issue such policy (which commitment shall be required to discharge or satisfy deemed made upon the same of record provided the money necessary to satisfy the lien is retained recordation by the Title Company or its agent of the Deed), in the amount of $1,000,000, subject only to the printed exceptions normally contained in such policies and the Permitted Exceptions. The Title Policy shall be standard or extended coverage, at ClosingPurchaser's option; provided, however, if Purchaser elects extended coverage, Purchaser shall be responsible for satisfying, at Purchaser's cost, the Title Company's requirements therefor, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser payment for the recording charges any additional premiums for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on extended coverage. In no event shall the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out extended because of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum Purchaser's election of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsextended coverage.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alanco Environmental Resources Corp)
Title Commitment. Within five (a5) Purchaser has ordered a title insurance commitment with respect to business days from the Real Property issuedOpening of Escrow, by Sellers shall cause the Title Company to deliver to Buyer and Sellers (and their respective legal counsel) a current commitment for a CLTA Owner’s Policy of Title Insurance (the “Title Commitment”). On or before July 25Sellers shall deliver to Buyer, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies as part of the title exceptions listed thereonDue Diligence Materials, existing surveys of any of the Properties, if any. On If Buyer desires to update the surveys delivered pursuant to this Section 4.1 or before August 8to obtain a new survey (collectively, 2013 the “Updated Survey”), then, it may do so, at Buyer’s sole cost and expense, and shall deliver a copy thereof to Sellers (and their legal counsel). During the forty (40) day period after the Effective Date (the “Title Objection DateTitle/Survey Review Period”), Purchaser Buyer shall notify Seller in writing, if there are (i) review and approve or object to the condition of title to each Property as set forth on the Title Commitment and any monetary liens or other title exceptions Updated Survey. In the event that Purchaser Buyer objects to any Seller’s title for any reason or to any other item disclosed by each Title Commitment or any Updated Survey, Buyer shall, during the Title/Survey Review Period, deliver written notice (“Buyer’s Title Notice”) to Sellers specifically identifying all objections (“Title Objections”) to any such item or to the condition of any Seller’s title. Buyer’s Title Notice also may identify the form of title policy and endorsements required by Buyer. Failure of Buyer to provide a Buyer’s Title Notice within the Title/Survey Review Period shall be deemed approval by Buyer of the condition of title to each Property as set forth in the Title Commitment. Sellers shall, within three (ii3) any Survey Objection. In business days following receipt of the event Seller does not receive Buyer’s Title Notice, deliver written notice (“Sellers’ Title Notice”) to Buyer informing Buyer whether or not Sellers desire, in Sellers’ sole discretion, an opportunity to eliminate or cure any such matter to which an objection has been raised. If Sellers elect, or are deemed to have elected, not to remove or otherwise cure an exception disapproved in Buyer’s Title Notice, Buyer shall have until the expiration of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will Due Diligence Period to deliver to Sellers written notice (“Buyer’s Approval Notice”) which shall be deemed to be Buyer’s election to waive the objection. If Sellers have accepted or waived such exceptions to title set forth on not received the Title Commitment as permitted exceptions (as accepted or waived Buyer’s Approval Notice from Buyer by Purchaserthe expiration of the Due Diligence Period, the “Permitted Exceptions”) and Buyer shall be deemed to have waived its disapproved the Sellers’ Title Notice and deemed to have elected to terminate this Agreement. In the event that Sellers advise Buyer in Sellers’ Title Notice that Sellers will attempt to eliminate or cure any matter to which an objection is made, Buyer’s right to object terminate this Agreement will be suspended, and Sellers shall use commercially reasonable efforts 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 eliminate or she receives notice of cure such exception (the “New Objection Date”) (or as promptly as possible matter prior to the Closing Date; provided, however, that if Sellers fail to eliminate or cure any such notice is received with less than five (5) Business Days prior matter that Sellers have agreed to the Closing)attempt to eliminate or cure, despite Sellers’ commercially reasonable efforts 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 Datedo so, 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 prior to the Closing Date and was Date, Sellers shall not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions in default or breach of this Agreement, is required to be discharged or satisfied by Sellerand Buyer shall have the right, Seller shall not be required to discharge or satisfy the same as of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, to either: (A) terminate this Agreement, in which event the Deposit shall be an objection refunded to title if the Title Company insures against collection thereof from or out of the Real Property and/or the ImprovementsBuyer, and provided the parties shall have no further that Seller deposits with obligations to each other under this Agreement, except for obligations which expressly survive the Title Company a sum termination of money this Agreement; or a parental guaranty reasonably acceptable (B) waive such failure by Sellers, in writing, and accept title to such Property subject to the matters to which Buyer has objected and Sellers were unable to eliminate or cure prior to the Closing Date. Sellers’ failure to provide Buyer with Sellers’ Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results Notice shall not be deemed to be Sellers’ election to not cure any matter objected to by Buyer in Buyer’s Title Objections.Notice. 8 Purchase and Sale Agreement and Joint Escrow Instructions
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Commitment. (a) Purchaser has 3.5.1 Seller has, at Purchaser’s sole cost and expense, ordered from Title Company, a title insurance commitment with respect to the Real Property issued, by the Commitment for Title Company Insurance (the “Title Commitment”), setting forth the status of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. On Purchaser shall, on or before July 255:00 p.m., 2013local Las Vegas time on the twentieth (20th) day after the Effective Date, Purchaser shall provide deliver to Seller in writing any objections to matters shown in the Title Commitment (such matters being objected to by Purchaser being hereinafter referred to as “Title Objections”), Purchaser’s failure to timely object to any such matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become “Permitted Exceptions”, If Purchaser timely objects to any item set forth in the Title Commitment, together with legible copies then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. Notwithstanding the foregoing, if the Title Commitment shows that any of the title exceptions listed thereonfollowing documents (creating the lien that was foreclosed) encumber the Real Property: (i) Deed of Trust recorded November 16, 2006, in Book 20061116 as Instrument No. On or before August 80003638 (as amended and/or assigned); and (ii) Assignment dated November 16, 2013 2006 in Book 20061116 as Instrument No. 0003639 (as amended and/or assigned) (collectively, the “Title Objection DateLoan Documents”), Purchaser then Seller agrees to cause such Loan Documents to be released as of the Closing Date. Seller shall notify Seller have until 5:00 p.m. local Las Vegas time on the Cure Date to agree in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects writing to (“cure before Closing such Title Objections”) . If Seller elects not to cure, or (ii) any Survey Objection. In the event fails to timely respond to Purchaser’s objections, 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 elected not to object to any Survey Objection.
(b) After cure the Title Objection DateObjections, if in which event Purchaser shall, on or before the Title Company raises any new exception to title to the Real Propertyexpiration of Title/Survey Period, 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 either (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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.)
Appears in 1 contract
Samples: Purchase and Sale Agreement (TNP Strategic Retail Trust, Inc.)
Title Commitment. i) Within four (a4) Purchaser has ordered a title insurance commitment with respect to days of the Real Property issuedOpening of Escrow, by the Title Company shall issue and deliver to Brings a preliminary title commitment for the Property, as well as copies of all instruments referred to therein, including all deeds, easements or other instruments which provide for access to the Property (collectively the “Title Commitment”). On or before July 25, 2013, Purchaser The Title Commitment shall provide be an irrevocable commitment by the Title Company to Seller issue the Title Policy (defined below) subject to the satisfaction of the requirements contained in the Title Commitment, together with legible copies .
ii) Brings shall have twenty (20) days after receipt of the title Title Commitment to object either to any exceptions listed thereon. On or before August 8, 2013 requirements contained in the Title Commitment or to matters identified on the ALTA/ACSM survey of the Property (the “Title Objection DateSurvey”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to be provided and paid for by Brings (“Title ObjectionsIssues”) or (ii) any Survey Objectionby providing written notice thereof to the District. If Brings has no objection, it may provide notice thereof to the District, in which case the 20-day period shall cease. In the event Seller does not receive of any such objection, the District shall have ten (10) days after receipt of Brings’ notice of the Title Issues to review and evaluate the Title Issues and give written notice to Brings whether or not the District will cure or cause to be removed the Title Issues (“Title Review Period”). If the initial Title Commitment is updated and/or amended by any new exception(s) or requirement(s) (by endorsement, amendment, or otherwise) that Brings deems to be adverse to its anticipated title (“Amended Title Commitment”), the Title Review Period will be extended by three (3) business days following Brings’ receipt of the Amended Title Commitment (including the best available copies of all new exceptions) to notify the District in writing of Brings' objections to any new exceptions (“Extended Title Objections Review Period”). If Brings timely objects to any matter disclosed in an Amended Title Commitment, the District may give written notice to Brings within three (3) business days after receipt of the new objections as to whether or Survey Objection not the District will cure or cause to be removed an objected to matter. If the District timely gives Brings written notice that the District will not cure or cause to be removed the objected to matter (or if the District fails to provide any written notice within the applicable response period), then Brings shall have three (3) business days after receipt of such written notice (or, in the case of no written notice, three (3) business days after the expiration of the District's applicable response period) within which to terminate this Option Purchase Agreement. If Brings fails to timely terminate this Option Purchase Agreement under this provision, the Title Review Period and the Extended Title Review Period shall expire.
iii) In the event that the exceptions are not resolved to the reasonable satisfaction of Brings prior to expiration of the Title Review Period and the Extended Title Review Period, this Option Purchase Agreement may be canceled by Brings giving notice thereof to the District as provided in Section 3(e)(ii) above.
iv) The District and Brings hereby agree and acknowledge that electronic delivery of the Title Commitment and any Amended Title Commitments by the Escrow Agent (whether in the form of an attachment to electronic mail or in the form of a link to a website where the Title Objection DateCommitment or Amended Title Commitment can be downloaded) is an acceptable form of delivery, TIME BEING OF THE ESSENCE, then Purchaser will and the Title Commitment or Amended Title Commitment shall be deemed delivered on the day it is electronically transmitted to have accepted and received by the District and Brings.
v) Notwithstanding anything mentioned herein to the contrary, on or waived before the Closing, the District shall satisfy and remove all voluntary monetary liens placed on the Property by the District, and the District shall cure and cause to be removed all exceptions for rights of parties or entities in possession (other than pursuant to recorded documents affecting the Property) or parties or entities holding lease or option rights and all exceptions for any Lis Pendens or similar recordings against the Property (the "Unaccepted Exceptions"), and Brings need not expressly object to any such exceptions to title set forth Unaccepted Exceptions as may be disclosed on the Title Commitment as permitted exceptions (as accepted or waived by Purchaserany amendment thereto such that the Unaccepted Exceptions shall not be deemed Permitted Exceptions.
vi) As used in this Option Purchase Agreement, the “term "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 collectively mean the exceptions to title set forth on any updates to reflected in the Title Commitment as Permitted or any amendment thereto which are approved (or deemed approved) by Brings pursuant to this section, but not the Unaccepted 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. (a) No later than 10 days after the Effective Date, Purchaser has ordered a shall, at its own expense, cause to be issued and delivered to Purchaser and Seller (i) an owner's title insurance policy commitment with respect to (the Real Property issued, by "TITLE COMMITMENT") from the Title Company setting forth the status of the title to the Land and the Improvements owned by Seller, and (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide ii) copies of all documents referred to Seller in the Title Commitment, together with legible copies of including but not limited to, deeds, lien instruments, plats, reservations, restrictions and easements.
(b) In the title event any exceptions listed thereon. On appear in the Title Commitment, other than the standard printed exceptions that are unacceptable to Purchaser ("OBJECTIONABLE EXCEPTIONS"), then Purchaser shall, on or before August 810 days after the Effective Date, 2013 notify Seller in writing of such fact, setting forth any Objectionable Exceptions. If (the “Title Objection Date”)i) Purchaser fails to give such notice timely, 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 all title exceptions that are reported in the Title Commitment; or waived (ii) Purchaser does give such notice, Purchaser shall be deemed to have accepted all title exceptions to title set forth on reported in the Title Commitment other than the Objectionable Exceptions expressly set forth in the notice. If Seller fails to cure any Objectionable Exceptions (without having any obligation to do so) on or prior to the end of 45 days after receipt of written notice thereof from Purchaser (the "CURE PERIOD"), then Purchaser may terminate this Agreement by delivering written notice to Seller on or before the end of 5 days after expiration of the Cure Period, and upon such termination Purchaser shall be entitled to return of the Earnest Money Deposit, as permitted exceptions (as accepted Purchaser's sole and exclusive xemedy for the failure to eliminate or waived by Purchasermodify any Objectionable Exceptions. If Purchaser fails to give written notice of termination within 5 days after expiration of the Cure Period, the “Permitted Exceptions”) and then Purchaser shall be deemed to have waived its right to object terminate this Agreement pursuant to any Survey Objection.
(b) After the Title Objection Datethis Section 4.2, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel and 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 Property subject to the uncured Objectionable Exceptions, and Purchaser shall accept such title as Seller can deliver. The lien for current taxes and all liens, encumbrances, easements, restrictions or other conditions or exceptions to title set forth which are shown 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 survey and which Seller are not timely objected to by Purchaser as Objectionable Exceptions or, if objected to (unless this Agreement 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 Tenantterminated as provided herein), and not cured by Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedas described above are "PERMITTED EXCEPTIONS".
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pinnacle Holdings Inc)
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 255:00 o'clock p.m. central daylight ---------------- savings time on the 15/th/ day after the Effective Date, 2013, Purchaser shall the Seller will provide to Seller the Buyer a preliminary binder for issuance of an ALTA owner's title insurance policy (the "Title Commitment") reflecting Buyer as the proposed insured, in the amount equal to the Purchase Price, issued by Tri-Lakes Title Company, Inc., as agent for Chicago Title Insurance Company, showing fee simple title to the Project to be in Seller, and containing only the exceptions (hereafter called the "Permitted Exceptions") described on Schedule 3.1 attached hereto and made a part hereof, together with legible copies of all documents listed therein as exceptions to title. After receipt of the preliminary title binder and copies of all documents listed therein as exceptions listed thereon. On or before August 8to title, 2013 Buyer shall be allowed fifteen (the “Title Objection Date”), Purchaser shall 15) days to 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 writing of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections 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 Seller's title to the Real Property. Said objections shall be in writing or be deemed waived. Upon receipt of any written objections, Purchaser’s counsel Seller shall have five (5) Business Days after he or she receives notice of such exception (promptly undertake to correct the “New Objection Date”) (or as promptly as possible prior defects in title objected 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 Buyer. If 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 unable to pay and discharge correct such defects within one hundred twenty (120) days after Seller's receipt of any written objections to title, the Buyer will be credited against have the Purchase Price (subject option 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, waive such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in defect 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required to be discharged in which event neither party shall have any further rights or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from obligations hereunder. If the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title binder discloses judgments, bankruptcies, bankruptcies or other returns exceptions against other persons having names the same as or similar to that of the Seller, Seller will the Seller, on request, shall deliver to Purchaser an affidavit stating the Buyer and the title company affidavits showing that such judgments, bankruptcies or other returns do exceptions are not apply against the Seller. Seller shall also deliver any affidavits and documentary evidence required by the title company to Seller, and such search results shall not be deemed Title Objectionseliminate all exceptions other than the Permitted Exceptions appearing in the title binder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Capitol Communities Corp)
Title Commitment. Within forty-five (a45) Purchaser has ordered a days after the Effective Date of this Contract, Purchaser, at its cost and expense, shall procure for itself an ALTA Form B standard title insurance commitment with respect to (the Real Property issued“Commitment”), issued by the Title Company (Company, showing the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies condition 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 Seller’s title to the Real PropertyEstate. Purchaser shall, Purchaser’s counsel within ten (10) days after receipt of the Commitment, notify Seller of any unacceptable physical or other defects therein disclosed. Seller shall have five thirty (530) Business Days after he or she receives notice of such exception (the “New Objection Date”) days (or such longer period as promptly as possible prior Purchaser may in writing approve) in which to cure or remove any such unacceptable defects, to the Closing if extent Seller elects to cure or remove them. If Seller is unwilling or unable to remove such notice is received with less than five defects within said period, Purchaser may either (5a) Business Days prior to the Closing), to provide Seller with cancel and terminate this Contract upon written notice if to Seller, in which event Escrow Agent shall immediately return the Xxxxxxx Money to Purchaser and neither party shall have any further obligation to one another under this Contract except for those liabilities which expressly survive the termination of this Contract, or (b) waive such defects and proceed to Closing. If Purchaser fails to notify Seller of an objection to an exception constitutes a Title Objection. In to title as reflected on the event Seller does not receive notice of such Title Objection by Commitment within the New Objection Datetime period provided above, then Purchaser will shall be deemed to have accepted the status of title as reflected therein. Any 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 reflected on the Closing Date are liens against the Real Property and Commitment to which Seller is obligated Purchaser fails to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxestimely object, water rates and sewer rents herein contained) and or that Purchaser has waived as described above, shall not be deemed a Title Objection. If on “Permitted Exception.” Purchaser shall bear the Closing Date there shall be security interests filed against cost and expense of any search or examination fees, premiums, or other charges associated with the Commitment, the title policy, and any endorsements to the title policy that Purchaser wishes to obtain; except that if, upon examination, title to the Real Property, such items shall not Estate should 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 found defective and this Contract 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Sellerterminated as set forth above, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from pay the title insurance commitment or insures against collection thereof from out of the Real Property, examination charges up to Two Hundred Fifty Dollars and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienNO/100 ($250.00).
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Contract for Purchase and Sale of Real Estate (Keller Manufacturing Co)
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 25Xxxxx 00, 20130000, Purchaser Xxxxxxxxx shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8March 28, 2013 2014 (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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. (a) Purchaser has ordered Seller, at its cost and expense, shall obtain and cause a copy to be furnished to Buyer of a current title insurance commitment with respect to the Real Property issued, by the Title Company a non-imputation endorsement and without standard exceptions (the “Title Commitment”) issued by a title insurance company selected by Seller and reasonably acceptable to Buyer (the “Title Company”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the all exceptions to title exceptions listed thereon. On or before August 8, 2013 referenced therein (the “Title Objection DateException Documents”). The Title Commitment shall set forth the state of title to the Real Property, Purchaser together with all exceptions or conditions to such title, including all easements, restrictions, rights-of-way, covenants, reservations, and all other encumbrances affecting the Real Property which would appear in an owner’s or leasehold title policy, if issued. The Title Commitment shall contain the express commitment of the Title Company to issue one or more owners’ or leasehold title policies (collectively, the “Title Policy”) to Buyer in an amount equal to the amount of purchase price as allocated per Section 2.3 of the Real Property insuring such title to the Real Property as is specified in the Title Commitment. Buyer will have twenty (20) days from the date Buyer receives the Title Commitment, the Exception Documents and Survey (as defined below) within which to cause the Title Commitment and the Survey to be examined and to notify Seller in writing, if there are (i) writing of any monetary liens or other material objections to Seller’s title exceptions that Purchaser objects to reflected by the Title Commitment and the Survey (“Title ObjectionsBuyer’s Objection”). Seller shall have twenty (20) or days from receipt of Buyer’s Objection to cure the material defects set forth therein, and to provide Buyer with written notice of Seller’s action to remedy such objection (ii) any Survey Objection“Seller’s Response”). In the event If Seller does not receive timely cure and provide Seller’s Response, Buyer may, within three days thereafter either (a) accept title to the Real Property as provided, or (b) terminate the Agreement in written notice to Seller. If Buyer does not deliver to Seller written notice of any Title Objections or Survey Objection by the Title Objection Datetermination within such day three day period, TIME BEING OF THE ESSENCE, then Purchaser Buyer will be deemed to have accepted or waived such exceptions title to the Real Property as shown in the Title Commitment without reduction of Purchase Price. At Closing, an authorized agent of the Title Company shall down-date and initial the Title Commitment to reflect the condition of title set forth on of the Real Property must be consistent with the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed modified to have waived its right to object to any Survey Objectiondelete Buyer’s objections therefrom.
(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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Asset and Real Estate Purchase Agreement (Tandem Health Care, Inc.)
Title Commitment. A commitment for Title Insurance (athe "Commitment") shall be delivered to Purchaser on or before ten business (10) days after this Contract has ordered been executed, issued by First American Title Company and countersigned by an escrow officer of Republic Title of Texas, Inc., 300 Xxxxxxxx Xxxxx, #000, Xxxxxx, Xxxxx 00000, Xxtn: Ms. Xxxxxx X. Xxxxxxx, ("Title Company") and describing the matters affecting title to each Site and setting forth the terms and conditions under which said Title Company is willing to issue its Owners Policy of Title Insurance. No objections to title shall be made by Purchaser unless such matter(s) has/have a title insurance commitment material affect on the value of any Site. In the event such type of exceptions appear in such binder, Purchaser shall so notify Seller in writing on or before twenty (20) days from the date of this Contract. Purchaser shall be deemed to have waived, accepted and approved all matters set out in the Commitment to which it has not objected in writing within twenty (20) days of the date of this Contract. Seller will either cause the objected to exceptions to be released or modified to the reasonable satisfaction of Purchaser within ten (10) days of Purchaser's objection (but shall have no obligation to do so), or Purchaser may elect in writing to terminate this Contract only with respect to the Real Property issued, Site(s) which is/are affected by the Title Company such objection(s) which has/have not been cured. If Purchaser fails to terminate this Contract with respect to any Site within such ten (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 (i10) 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 ESSENCEday period, 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 all such objections previously made. Any exception to title which no objection is made or which exception is waived or deemed waived or which is modified to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice reasonable satisfaction of such exception (the “New Objection Date”) (or Purchaser is referred to herein 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 ExceptionsException.
(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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Real Estate Purchase Contract (Home Interiors & Gifts Inc)
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 255:00 o'clock p.m., 2013central ---------------- daylight savings time on the 5/th/ day after the Effective Date, Purchaser shall CDA will provide to Seller the Trade Partners a preliminary binder for issuance of an ALTA owner's title insurance policy (the "Title Commitment") reflecting TradeArk as the proposed insured, in the amount equal to the Agreed Land Value, issued by Beach Abstract & Guaranty Company, as agent for Chicago Title Insurance Company, showing fee simple title to the Maumelle Tracts to be in CDA, together with copies of all documents listed therein as exceptions to title. The Title Commitment shall include endorsements for zoning, non-imputation for any matters known to CDA as exception to the matters known to insured and undisclosed exception, contiguity (where applicable), access, tax parcel number, and survey, and the Commitment shall be without the "standard exceptions" that may be removed upon receipt of an owner's affidavit and a survey certified to the rifle company. Trade Partners shall be allowed ten (10) business days after receipt of all of the surveys described below, 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 and all exceptions to title set forth on referenced in the Title Commitment as permitted exceptions (as accepted to notify CDA in writing of any objections to CDA's title to the Maumelle Tracts. Title objections may also include any objections arising out of Trade Partners' review of the surveys described below. Said objections shall be in writing or waived be deemed waived. Objections may be determined by Purchaser, Trade Partners in the “Permitted Exceptions”) sole discretion of Trade Partners. Any exception to title disclosed in the Title Commitment and not objected to by Trade Partners and the Assumed Mortgages shall be deemed a "Permitted Exception". Upon receipt of any written objections, CDA shall promptly undertake to have waived its right correct the defects in title objected to object by Trade Partners. If CDA is unable 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 correct such defects within five (5) Business Days days after he Trade Partners' receipt of any written objections to rifle, Trade Partners will have the option to waive such defect 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required to be discharged in which event neither party shall have any further rights or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereofobligations hereunder. If a search of title the rifle binder discloses judgments, bankruptcies, bankruptcies or other returns exceptions against other persons having names the same as or similar to that of SellerCDA, Seller will CDA, on request, shall deliver to Purchaser an affidavit stating Trade Partners and the title company affidavits showing that such judgments, bankruptcies or other returns do exceptions are not apply against CDA. CDA shall also deliver any affidavits and documentary evidence required by the title company to Seller, and such search results shall not be deemed Title Objectionseliminate all exceptions other than the Permitted Exceptions appearing in the title binder.
Appears in 1 contract
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within fifteen (15) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, issued by Xxxxxxxxx Xxxxx Xxxxxxxxx, P.A., Attn. D. Xxxxx Xxxxx, 000 X. Xxxxxxxx Street, Suite 600, Orlando, FL 32801 (the “ Title Company”) as agent for First American Title Insurance Company (“First American”). On or before July 25, 2013a national title underwriter, Purchaser shall provide insuring good and marketable fee simple title to Seller the Title CommitmentProperty, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a Permitted Encumbrance, or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “ Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionexceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“ Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing 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”ii) 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 days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after 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)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination 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 this Agreement pursuant to the Title Commitment as Permitted Exceptions.
immediately preceding sentence, (a) the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to receive reimbursement from Seller for all out-of-pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement, and (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on neither party shall have any further obligations hereunder other than 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 prior to the Closing Date and was not renewedSurviving Obligations.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. Not more than five (a5) Business Days after the Effective Date, Seller shall deliver to Purchaser has ordered a commitment issued by Title Company for an owner’s extended coverage policy of 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 all documents referenced as exceptions therein. Purchaser shall also be permitted to obtain an as-built survey (the title exceptions listed thereon“Survey”) of the Property. On or before August 8Purchaser shall advise Seller in writing (a “Title Objection Notice”) not later than 5:00 p.m. (Pacific Time) on December 2, 2013 (the “Title Objection Date”)) of any encumbrances, Purchaser shall notify Seller in writing, if there are (i) any monetary liens outstanding interests or other title exceptions that in the Commitment together with any matters shown or described on the Survey to which Purchaser objects to (the “Title Objections”) ). Any encumbrances, outstanding interests or (ii) any title exceptions which are either set forth in the Commitment or which are shown on the Survey Objection. In the event Seller to which Purchaser does not receive written notice of any Title Objections or Survey Objection so object by the Title Objection DateDate shall, TIME BEING OF THE ESSENCEfor all purposes of this Agreement, 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 be “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 . Seller shall have five (5) Business Days after he from its receipt of a Title Objection Notice to notify Purchaser in writing whether Seller commits to cause the Title Objections to be removed or she receives insured against at Closing. If Seller does not commit to remove or provide insurance against any Title Objection, Purchaser’s sole remedy shall be to either (i) proceed with this transaction and purchase the Property, and any Title Objections that Seller has not committed to remove or insure over shall be considered Permitted Exceptions, or (ii) elect not to proceed to purchase the Property and terminate this Agreement, by giving Seller written 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 election within five (5) Business Days after receiving Seller’s response to the Title Objection Note, in which case this Agreement shall terminate, the Deposit shall be returned to Purchaser and neither Seller nor Purchaser shall have any further obligations under this Agreement, except such obligations of the parties that expressly survive the termination of this Agreement. If Purchaser fails to give notice of its intent to terminate this Agreement in accordance with the immediately preceding sentence, Purchaser shall be deemed to have elected to proceed with this transaction and purchase the Property, and any Title Objections that Seller has not committed to remove or insure over shall be considered Permitted Exceptions. Purchaser shall have three (3) Business Days following its receipt of a supplemental to the Commitment to notify Seller of its objection to any encumbrances, outstanding interests or title exceptions disclosed by such supplemental and to respond to Seller’s response thereto and Seller shall have three (3) Business Days to respond to any Title Objection Notice relating to said supplemental and the parties shall have the same rights and remedies as set forth above with respect to any such objections. To the extent necessary, the Closing shall be extended to accommodate the forgoing time periods. Notwithstanding any provision of this Section 6.1, Seller will be obligated to remove exceptions to title to the Property relating to (i) liens and security interests securing loans obtained by Seller, (ii) any other monetary liens or security interests, (iii) all taxes and assessments due and payable for or applicable to any period 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 (iv) all exceptions or matters created by Seller executes and delivers an affidavit to such effect, or after the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions effective date of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy Agreement without the same prior written consent of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienPurchaser.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (RREEF Property Trust, Inc.)
Title Commitment. Seller has (ai) caused to be issued and delivered to Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) issued by Chicago Title Insurance Company, 700 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000; Attention: Mxxxx Xxxxxx (the “Title Company”), accompanied by a copy of all recorded documents affecting the Property listed as exceptions in Schedule B of the Title Commitment and (ii) delivered to Purchaser a copy of the existing ALTA survey of the Property prepared by Axxxxx X. Xxxxxxxxxx Surveyors, dated November 3, 2011 (the “Survey”). On or before July 25, 2013At least ten (10) Business Days prior to the Outside Termination Date, Purchaser shall provide furnish Seller with notice of any objections Purchaser has to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 Commitment and Survey (the “Title Objection Date”); provided, however, Seller shall have no obligation to cure any such objections. In no event shall a failure by Purchaser to deliver notice of objections to the Title Commitment by the Title Objection Date be deemed a default by Purchaser under this Contract. Any matters existing as of the Title Objection Date to which Purchaser does not object, shall be deemed Permitted Exceptions. All defects, encumbrances, encroachments or other objections to title or the Survey or any survey of the Property or any part thereof that exist as of the Outside Termination Date and which Seller has not in this Contract or in a separate writing expressly agreed to remove, shall be deemed Permitted Exceptions. Following the Outside Termination 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 within five (5) Business Days after he of becoming actually aware of any other defects, encumbrances, encroachments or she receives notice other objections to title or the Survey or any survey of such exception (the “New Objection Date”) (Property or as promptly as possible prior any part thereof that are not Permitted Exceptions. Any defects, encumbrances, encroachments or other objections to the Closing if such notice is received title that are not Permitted Exceptions that are not timely objected to in accordance 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 this Section 8.1 shall 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Samples: Contract of Sale (American Realty Capital - Retail Centers of America, Inc.)
Title Commitment. Within ten (a10) Purchaser has ordered days after the Inspection Commencement Date, Sellers will deliver to Buyer a copy of the Partnership's most recent title insurance commitment policy with respect to the Real Property issued(the "EXISTING TITLE POLICY"), by and Buyer, at Buyer's sole cost and expense, will cause the Title Company 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”). On or before July 25Commitment will commit the Underwriter, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies upon satisfaction 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 requirements set forth on 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 as permitted exceptions and Survey (as accepted or waived by Purchaserbut 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 “Permitted Exceptions”"TITLE DEFECTS") and shall be deemed Buyer desires Sellers to have waived cure. Sellers, at its right sole option, may attempt to object to any Survey Objection.
(b) After cure the Title Objection DateDefects 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 Company raises any new exception to title to Commitment reveals the Real Propertyexistence of a mortgage, Purchaser’s counsel shall have five (5) Business Days after he lien, monetary judgment, security interest, past due tax or she receives notice assessment or other similar encumbrance 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 monetary nature against the Real Property and which Seller (a "MONETARY LIEN" [Existing Loan is obligated excluded from this definition if Buyer elects to maintain Existing Loan]), then Sellers shall pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment any amount due in satisfaction of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objectioneach such Monetary Lien. If on the Closing Date there shall be security interests filed against the Real Property, such items shall one or more Monetary Liens have 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 prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or been satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on 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 Deposit and accrued interest earned thereon shall be an objection returned to Buyer. The Title Commitment and Survey approved by Buyer (revised, if applicable, to reflect Sellers' cure or removal of Title Defects as aforesaid), or, if Buyer neither approves title if nor timely terminates this Agreement pursuant to SECTION 8.4(A), title shown by the Title Company insures against collection thereof from or out of Commitment and Survey as existing on the Real Property and/or Inspection Termination Date, will constitute the Improvements, and provided further that Seller deposits with approved title (the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections"APPROVED TITLE").
Appears in 1 contract
Samples: Agreement of Sale of Partnership Interests (CRT Properties Inc)
Title Commitment. 3.3.1. Attached to this Agreement as Schedule 3.4 is a commitment from First American Title Insurance Company (a) Purchaser has ordered a the “Title Company”), dated as of May 24, 2018, for title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”)) setting forth the status of title to the Real Property as of such date and all exceptions which would appear in an owner's policy of title insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. On or before July 25, 2013, Purchaser shall provide agrees that it is prepared to Seller the Title Commitment, together with legible copies of the accept 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 at Closing subject 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 all exceptions to title set forth on in the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “and to all other Permitted Exceptions”) , and shall be deemed to have waived its it hereby waives any right to object to any Survey Objectionthereto.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel 3.3.2. Purchaser shall have five (5) Business Days business days after he or she receives notice receipt 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.
(cincluding receipt of any documents referenced in such update) All taxesto object in writing to any material matters disclosed therein which arose since the date of the original Title Commitment. If Purchaser so objects, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which Seller shall have until 5:00 p.m. (Eastern) on the tenth (l0th) business day after receiving notice of such objection to agree in writing to cure before Closing Date are liens against the Real Property and which such disapproved item. If Seller is obligated elects not to pay and discharge will be credited against the Purchase Price (subject cure, or fails to the provision for apportionment of taxestimely respond to Purchaser's objections, water rates and sewer rents herein contained) and Seller shall not be deemed a Title Objection. If to have elected not to cure, in which event Purchaser shall, on or before 5:00 p.m. (Eastern) on the Closing Date there shall be security interests filed against the Real Propertyfifteenth (15th) day after Seller's receipt of such objection, such items shall not be Title Objections if either (i) the personal property covered terminate this Agreement by such security interests are no longer in or on the Real Propertydelivering to Seller, a written notice of termination, or (ii) waive in writing its objection to the items, which shall then become Permitted Exceptions. Purchaser's failure to timely deliver to Seller a written notice of termination or waiver of its objection to the items shall be deemed to constitute Purchaser's waiver of its objection to said items and such personal property is items shall become Permitted Exceptions. If the property of a Tenantforegoing periods extend beyond the scheduled Closing Date, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, postponed until the third (3rd) business day after the completion of such periods. If Purchaser terminates this Agreement pursuant to this Section 3.3.2, the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required promptly return the Deposit to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, Purchaser and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Propertyparties' rights and obligations hereunder shall terminate, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienexcept those that expressly survive termination.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
