TITLE CONTINGENCY Sample Clauses
TITLE CONTINGENCY. On or before Closing, the seller shall convey and deliver the title to the Property to the Buyer free the Property from any and all encumbrances other than the following:
TITLE CONTINGENCY. On or before the fifth (5th) business day following the Seller’s execution of this Agreement, Seller will order for the benefit of the Buyer a commitment for an owner's title insurance policy, together with accurate copies of all matters of record referred to in the commitment, including without limitation those matters of record referred to in Schedule B of the commitment. The commitment will be ordered from and issued by the Title Company. Buyer will have seven (7) calendar days after receipt of the commitment and copies of all matters of record, to review the commitment and any matters of record or other exclusion or exception noted therein. Such matter(s) of record, exclusions or exceptions (except for those which are, or form the basis for, standard exclusions or exceptions in title insurance commitments and policies normally issued by the Title Company) shall be referred to as the “Title Matters”. If, within such seven (7) calendar day period, Buyer delivers written notice ("Buyer's Objection Notice ") to Seller specifying objection to any Title Matter(s), then Seller will make a good faith effort to correct or eliminate the Title Matter(s) specified in the Buyer's Objection Notice; provided that Seller will not be required to expend more than one percent (1%) of the Purchase Price in the aggregate to correct or eliminate those Title Matter(s); further provided however, notwithstanding the foregoing, Seller will be obligated to expend an amount equal to the net proceeds arising from the sale of the Premises to satisfy and obtain the release of any mortgage, lien or other interest granted by Seller or any lien or encumbrance securing a judgment entered against Seller. The Buyer will be deemed to have accepted and to maintain no objection to any Title Matters not specified in the Buyer's Objection Notice. If the Seller is unable to correct or eliminate any Title Matter specified in the Buyer’s Objection Notice, then, on or before the seventh (7th) calendar day following delivery by Seller to Buyer of written notice ("Seller's Notice") specifying any Title Matter that Seller is unable to correct or eliminate, Buyer may elect to terminate this Agreement by giving written notice of termination to Seller, whereupon the Deposit will be refunded to Buyer and all other obligations of the parties hereunder will cease and this Agreement will be null and void. If Buyer fails to terminate this Agreement by giving written notice of termination to Seller on or befo...
TITLE CONTINGENCY. 30 7.5 Property Financial Statements..............................................................31
TITLE CONTINGENCY. At Closing, Owner Entity's title to the Real Property shall be good and marketable and subject only to the Permitted Encumbrances. Seller shall cooperate with Buyer and Title Company and take all actions reasonably necessary to induce Title Company to issue a title insurance policy in accordance with the foregoing but Seller shall not be obligated to incur any additional liability as result thereof. Except for equipment leases to be assigned, Seller agrees to remove or discharge prior to Closing any Encumbrance created by Seller or Owner Entity or imposed against the Property Assets (or any of them) which is not a Permitted Encumbrance or at Seller's option (and with Buyer's approval in Buyer's reasonable judgment), cause the Title Company to insure over such Encumbrance. If title to the Real Property is not as required above, Buyer shall have the option of (a) accepting such title as exists and abating the Purchase Price to the extent of Encumbrances of an ascertainable amount, or (b) if the Encumbrance is of a nature that it would materially interfere with the use, development or value of the Real Property as a shopping mall, or with Buyer's ability to obtain financing with respect thereto, terminating this Agreement, whereupon the Deposit shall be returned to Buyer, Seller shall pay Buyer the Due Diligence Expenses, and neither party shall have any obligation to the other except for the Covenants Surviving Termination.
TITLE CONTINGENCY. Within five (5) business days after the Effective Date, Seller shall deliver or cause to be delivered to Buyer preliminary title report (the “Commitment") for a standard owner's title insurance policy for the Property issued by the Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the schedule of exceptions in such Commitment. Buyer shall have until the later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Commitment to deliver to Seller in writing any objection to a matter shown on the Commitment which materially affects the Property or Buyer's use of the Property ("Title Objections"). If Buyer fails to deliver timely notice of Title Objections to Seller, Buyer shall be deemed to have fully accepted the Commitment and all matters disclosed therein. If Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of Buyer's objection notice to notify Buyer in writing what, if anything, Seller shall do to cure the Title Objections. Failure of Seller to respond within said period shall indicate that Seller elects not to cure the Title Objections. Seller shall have no obligation to cure any Title Objection or incur any expense with respect thereto. If Seller elects not to cure one or more of the Title Objections, Buyer shall have five (5) business days to deliver notice to Seller terminating this Contract, in which event the Xxxxxxx Money Deposit money shall be forfeited by Buyer in favor of Seller and the parties shall have no further obligations hereunder except those provisions that expressly survive. If Seller pursues a cure and is unable to cure a Title Objection by the End of the Due Diligence Period, then Buyer shall have the option to either terminate this Contract (in which case the Xxxxxxx Money Deposit shall be deemed forfeited by Buyer in favor of Seller and the parties shall have no further obligations hereunder except those provisions that expressly survive), or close on the purchase of the Property with no Purchase Price reduction, in which case Buyer is deemed to have accepted any uncured Title Objections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary herein, the following matters shall be deemed "Permitted Exceptions" and Buyer shall have no right to object to any of said matters on the Commitment:
a. municipal and zoning ordinances and agreements entered und...
TITLE CONTINGENCY. In the event Buyer fails to timely deliver Buyer's Title Notice, then Buyer shall be deemed to have waived all title objections to matters shown in the Title Commitment. If Buyer has timely delivered Buyer's Title Notice and Seller elects (or is deemed to have elected) to proceed (in whole or in part) in accordance with clause (B) of Paragraph 8(a)(ii) of this Agreement, then Buyer shall have until the Contingency Expiration Date to terminate this Agreement by delivering written notice thereof to Seller and Escrow Agent, in which case the provisions of Paragraph 9(c) of this Agreement shall govern. If Buyer shall fail to provide Seller and Escrow Agent with written notice of termination on or before the Contingency Expiration Date, then Buyer shall be deemed to have waived all of its title objections (except with respect to the Rejected Exceptions).
TITLE CONTINGENCY. The County’s purchase of the Property is subject to the County’s approval and satisfaction of a preliminary title report to be delivered to it by Seller. The County’s purchase of the Property is further contingent on the Seller’s ability to provide title to the County that is free from liens and encumbrances.
TITLE CONTINGENCY. A condition precedent to Buyer's obligation to purchase the Property shall be the willingness of the Title Company to issue to Buyer on the Closing Date an A.L.
TITLE CONTINGENCY. XXXXX IS ENCOURAGED TO SECURE AND REVIEW A TITLE REPORT ON THE PROPERTY (the “Title Report”) and Xxxxx agrees that Platinum Title Partners 0000 Xxxx Xxxxxxx, Xxxxx 0, Xxxxxxx, XX 00000 (“Title Company”), is to provide that information and will conduct the Closing of this transaction. Should the Title Report reflect that the Property is subject to exceptions that are not a Permitted Exceptions, as defined in Paragraph 11 of this Contract, Buyer shall, within ten (10) business days from the date the Title Company receives and opens the order notify Seller, who in turn shall have sixty (60) days from the receipt of Buyer’s written notification to correct any title matter. Buyer’s failure to notify Seller within the required time shall constitute a waiver of any such exceptions to title as reflected in the Title Report. In responding to Buyer’s notification of a title exception, Seller shall not be required to incur any expense incident to its curative efforts. If a defect in title cannot be corrected within the time period provided, or Seller chooses not to incur any expense to cure the title matter, the Xxxxxxx Money (plus any prepayments for upgrades and options) shall be returned and this Contract canceled, unless Xxxxx accepts title to the Property subject to the exceptions identified.
TITLE CONTINGENCY. A condition precedent to Buyer’s obligation to purchase the Property (or the “Designated Portion” (as defined below) as applicable) shall be the irrevocable and unconditional written agreement of Title Company to record the “Deed” (defined below) on the applicable Closing Date and to issue to Buyer effective as of the date and time the deed is recorded, an ALTA Form B (1970, amended 10/17/70, or if the 1970, amended 10/17/70, form is not available, the 1970 form with 1984 amendment and, if that is not available, the 1992 form with no creditors’ rights exclusion and no arbitration) extended coverage owner’s title insurance policy (“Owner’s Policy”), or equivalent form acceptable to Buyer, without a creditor’s rights exclusion or including an endorsement eliminating the creditor’s rights exclusion, with coverage in the amount of the Purchase Price or the applicable Installment Purchase Price (or such greater amount, up to the total anticipated cost of acquisition, development and construction of the Property, as Buyer may elect) and dated as of the date and time the applicable Deed is recorded, indicating title to the Land (including any easements described herein for the benefit of the Property) and Improvements to be vested of record in Buyer, subject solely to the “Permitted Exceptions” (as hereinafter defined), and including the “Title Endorsements” (as hereinafter defined). As used herein: