Common use of TITLE CONTINGENCY Clause in Contracts

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. 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, thereto of 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. 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 an urban shopping mall, center or with Buyer's ability to obtain financing with respect thereto, or (b) 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. At Closing, Owner Entity's title to the Real Owned Land and Improvements, and Ground Lessee's title to the Adjacent Property and leasehold interest in the Ground Lease 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 Ground Lessee 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, thereto of 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. At Closing, Closing Seller's title to the Real Property and Owner Entity's title to the Real Property Access Parcel shall be good and marketable and marketable, 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 or Access Parcel 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, mall or with Buyer's ability to obtain financing with respect thereto, of 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.