Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing. (b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below).
Appears in 7 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 Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “"Title Defect”") within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice notice, within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, it shall do so in a prompt and diligent manner, and the Scheduled Closing Date shall be extended for a period of twenty one or more periods not to exceed in the aggregate sixty (2060) days days, for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) after exercising reasonable diligent efforts, but in no event requiring Seller to expend sums of money to cure such default except as otherwise set forth in this Agreement, Seller is unable to cure any such Title Defect within such twenty for any period elected by Seller but not to exceed sixty (2060) days from the Scheduled Closing Date, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three ten (310) days after of receipt of Seller’s 's notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall will be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to or assumed or taken subject to by Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s 's liens resulting from work at the Property commissioned by Seller; provided, however, that and any such mechanic’s lien other encumbrances placed of record by Seller which may be cured satisfied by bonding the payment of a sum certain.
(c) Notwithstanding anything to the contrary set forth in accordance with Pennsylvania law. In additionthis Section 6 or elsewhere in this Agreement, Seller shall not be obligated to pay off bring any outstanding real estate taxes that were due and payable prior action or proceeding, to the Closing (but subject make any payments or otherwise to adjustment incur any expense in accordance with Section 10.4 below).order to eliminate any Title Defect not waived by Purchaser
Appears in 6 contracts
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty Corp), Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania New Jersey law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below).
Appears in 5 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 Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania New York law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below).
Appears in 3 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 Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”"TITLE DEFECT") within the time periods required under Sections 6.1 and Section 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice notice, within five seven (57) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty not to exceed thirty (2030) days for the purpose of such removaldays. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty for any period elected by Seller but not to exceed thirty (2030) days from the Scheduled Closing Date, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three seven (37) days after receipt of Seller’s 's notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser be deemed Permitted Exceptions. In any such event of its election to cure the Title Defecttermination, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s 's Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall will be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s 's liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below)its managing agents or its affiliates.
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 Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”"TITLE DEFECT") within the time periods required under Sections 6.1 and Section 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title DefectDefect (provided that Seller shall be obligated to cure those Title Defects described in Section 6.3(b)), and shall provide Purchaser with notice notice, within five seven (57) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt or is obligated to cure any Title Defect, the Scheduled Closing Date shall be extended with respect to the relevant Project to the extent necessary in Seller's discretion, for a period of twenty not to exceed thirty (2030) days days, for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty thirty (2030) days from the Scheduled Closing Dateday time period, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect in a written notice delivered to Seller and proceed to the Closing. In addition, if such Title Defect is the result of Seller acting knowingly and with the intent to prevent Purchaser from purchasing the Property, Purchaser shall be entitled to the remedies set forth in Section 13.1(b). Purchaser shall make such written election by written notice to Seller within three seven (37) days after of receipt of Seller’s 's notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser be deemed Permitted Exceptions. In any such event of its election to cure the Title Defecttermination, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s 's Information to SellerSeller (provided Seller has paid to Purchaser the amount of the cost of Purchaser's Information other than the cost of copying the Documents), after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall will be obligated to cure exceptions to title to the Property, in the manner described above, relating to (i) mortgages, deeds of trust, liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and (ii) any mechanic’s 's liens resulting from work at the Property commissioned by Seller; provided, however, provided that Seller may elect to discharge any such mechanic’s lien may be cured 's liens by bonding filing a bond and notices relating thereto in accordance with Pennsylvania law. In additionTexas Property Code Section 3.171 et seq., Seller shall be obligated to pay off (iii) any outstanding real estate taxes that were due judgment liens not exceeding Two Hundred Thousand Dollars ($200,000) in the aggregate per Project and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below)iv) delinquent ad valorem taxes.
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 Defect. (a) In the event Seller receives notice of any written objections to matters disclosed by an update to the Title Report or an update to the Existing Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above6.3(b) below, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice notice, within five (5) days Business Days of its receipt of any such objection, of its intention to attempt cure or not to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall may be extended by written notice from Seller to Purchaser at any time on or prior to the Scheduled Closing Date, for a period of twenty up to but not to exceed sixty (2060) days in the aggregate (but in no event shall Seller have the right to extend the Scheduled Closing Date beyond the Outside Closing Date), for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable fails to cure any such Title Defect within such twenty the period elected by Seller but not to exceed sixty (2060) days from in the aggregate (but in no event shall Seller have the right to extend the Scheduled Closing Date beyond the Outside Closing Date), Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the ClosingClosing without any reduction or abatement of the Purchase Price. Purchaser shall make such election by written notice to Seller within three ten (310) days after of receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable be deemed Permitted Exceptions. This provision is subject in all respects to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement CapSeller’s obligations, and (ii) Purchaser’s rights, under Section 6.2(e). In any such event of termination, Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Propertyforegoing, in the manner described aboveevent further updates are made to the Title Report or Survey which reveal new matters which are not Permitted Exceptions and are not shown on the previous version of the Title Report or Survey, relating Purchaser may give Seller notice of any such new matters disclosed by such update which Purchaser deems unacceptable. Purchaser must object in writing to liens and security interests securing any financings to such new matters, if at all, before 5:00 p.m. Eastern Standard Time on the fifth (5th) Business Day after receipt of any such updated Title Report or Survey first disclosing said new matters. In the event Purchaser so timely notices Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller items shall be obligated to pay off any outstanding real estate taxes that were due and payable prior subject to the Closing (but subject process for Title Defects set forth above. If Purchaser fails to adjustment in accordance with Section 10.4 below)timely deliver such notice, all of such new matters shall be deemed Permitted Exceptions.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 aboveabove (collectively and individually, a “Title Defect”), Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice notice, within five seven (57) days of after its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. Failure to respond within such seven (7) day period shall be deemed an election by Seller to attempt to cure such objection. If Seller elects or is deemed to have elected to attempt to cure any Title Defect, (i) the Closing shall not occur any earlier than five (5) Business Days after Seller has cured the Title Defect and given Purchaser notice thereof, and (ii) the Scheduled Closing Date Date, to the extent elected by Seller, shall be extended extended, for a period of twenty not to exceed fifteen (2015) days days, for the purpose of attempting such removal. In the event that (iA) Seller elects not to attempt to cure any such Title Defect, or (iiB) Seller is unable to cure any such Title Defect within such twenty for any period elected by Seller but not to exceed fifteen (2015) days from the Scheduled Closing Date, Seller shall so notify Purchaser advise Purchaser, and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a(1) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing, or (2) amend this Agreement to remove the individual Property that Seller is unable to convey free and clear of Title Defects and reduce the Purchase Price by an amount equal to the Allocation for such Property. Purchaser shall make such election by written notice to Seller within three ten (310) days after of receipt of Seller’s notice. If Seller has elected Failure to cure a Title Defect and thereafter fails to timely cure so elect within such Title Defect, and Purchaser elects to terminate this Agreement, then ten (i10) Seller day period shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its be deemed an election to cure the Title Defect, not to exceed the Reimbursement Cap, and under clause (ii2) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligationsabove. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall will be obligated to cure exceptions to title to the Property, regardless of notice from Purchaser, in the manner described above, (i) relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and (ii) any mechanic’s liens resulting from work at the Property commissioned by Seller, (iii) any other liens against the Property based on claims against Seller, or against any tenant unless such tenant is obligated under its lease to discharge such lien (by payment or filing a bond or otherwise as permitted by law), which may be cured by the payment of up to three-quarters of one percent (0.75%) of the Allocation for a particular Property, in the aggregate, with respect to all liens described in this clause (iii) which affect such Property; however up to, in the aggregate with respect to all liens described in this clause (iii), three-quarters of one percent (0.75%) of the Purchase Price, and (iv) any exceptions or encumbrances to title created by Seller or any Seller’s Affiliate after the Effective Date. Purchaser shall have the right to apply any portion of the Purchase Price at Closing to satisfy, cure and discharge any of the liens, security interests and encumbrances that Seller is required to cure pursuant to this Section 6.3(b). Notwithstanding anything to the contrary in this Agreement or the Other PSAs, the mandatory cure cap set forth as to all liens described in clause (iii) of this Section 6.3(b) (i.e., three-quarters of one percent (0.75%) of the Purchase Price) is an aggregate amount to be applied with respect to Seller under this Agreement and the seller under the Other PSAs and may be reached solely under this Agreement or either of the Other PSAs, or partially under this Agreement and the Other PSAs.
(c) Purchaser shall accept title to the Real Property subject to any and all violations, provided that Seller shall, at or prior to Closing, pay any outstanding fines, penalties and interest thereon up to an aggregate amount of $750,000.00 which are in liquidated sums on the face of such violations. In the event that there are such amounts outstanding in excess of $750,000.00 (the “Violation Penalty Excess”), Purchaser may, within three (3) Business Days after being notified or obtaining knowledge that such Violation Penalty Excess exists or, if sooner, before Closing, (i) waive such Violation Penalty Excess and proceed to the Closing, or (ii) amend this Agreement to remove the individual Property(ies) affected by such Violation Penalty Excess and reduce the Purchase Price by an amount equal to the Allocation for such Property(ies); provided, however, that any if Purchaser exercises the foregoing Property(ies) removal right, Seller may within three (3) Business Days thereafter or, if sooner, before Closing agree to also pay the Violation Penalty Excess in which case the Purchaser’s election to remove such mechanic’s lien Property(ies) shall be null and void, ab initio, and this Agreement shall continue in full force and effect with Seller obligated to also pay the Violation Penalty Excess. Notwithstanding anything to the contrary in this Agreement or the Other PSAs, the $750,000.00 mandatory violation penalty payment cap set forth in this Section 6.3(c) is an aggregate amount to be applied with respect to Seller under this Agreement and the seller under the Other PSAs and may be cured by bonding in accordance with Pennsylvania law. In additionreached solely under this Agreement or either of the Other PSAs, Seller shall be obligated to pay off any outstanding real estate taxes that were due or partially under this Agreement and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below)Other PSAs.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Defect. (a) In the event Seller MC Owner receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 aboveabove (collectively and individually, Seller a “Title Defect”), MC Owner may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser the ROFO (RM) Parties with notice notice, within five seven (57) days of after its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. Failure to respond within such seven (7) day period shall be deemed an election by MC Owner to attempt to cure such objection. If Seller MC Owner elects or is deemed to have elected to attempt to cure any Title Defect, (i) the Closing shall not occur any earlier than five (5) Business Days after MC Owner has cured the Title Defect and given the ROFO (RM) Parties notice thereof, and (ii) the Scheduled Closing Date Date, to the extent elected by MC Owner, shall be extended extended, for a period of twenty not to exceed fifteen (2015) days days, for the purpose of attempting such removal. In the event that (iA) Seller MC Owner elects not to attempt to cure any such Title Defect, or (iiB) Seller MC Owner is unable to cure any such Title Defect within such twenty for any period elected by MC Owner but not to exceed fifteen (2015) days from the Scheduled Closing Date, Seller MC Owner shall so notify Purchaser advise the ROFO (RM) Parties, and Purchaser the ROFO (RM) Parties shall have the right to terminate this Agreement pursuant to this Section 6.3(a(1) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing, or (2) amend this Agreement to identify an OP Unit Substituted Redemption Property as defined in and subject to the Other PSAs for the Westchester County New York properties to substitute for the Redemption Property (a “Substituted Redemption Property”). Purchaser The ROFO (RM) Parties shall make such election by written notice to Seller Owner within three ten (310) days after of receipt of SellerMC Owner’s notice. If Seller has elected Failure to cure a Title Defect and thereafter fails to timely cure so elect within such Title Defect, and Purchaser elects to terminate this Agreement, then ten (i10) Seller day period shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its be deemed an election to cure the Title Defect, not to exceed the Reimbursement Cap, and under clause (ii2) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligationsabove. If Purchaser elects the ROFO (RM) Parties elect to proceed to the Closing, any Title Defects waived by Purchaser the ROFO (RM) Parties shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall MC Owner will be obligated to cure exceptions to title to the Real Property, regardless of notice from the ROFO (RM) Parties, in the manner described above, (i) relating to liens and security interests securing any financings to SellerMC Owner, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and (ii) any mechanic’s liens resulting from work at the Real Property commissioned by SellerMC Owner, (iii) any other liens against the Redemption Property based on claims against MC Owner, or against any tenant unless such tenant is obligated under its lease to discharge such lien (by payment or filing a bond or otherwise as permitted by law), which may be cured by the payment of up to three-quarters of one percent (0.75%) of the Redemption Property Value with respect to all liens described in this clause (iii) which affect such Redemption Property, and (iv) any exceptions or encumbrances to title created by MC Owner or any of MC Owner’s Affiliate after the Effective Date. The ROFO (RM) Parties shall have the right to direct the seller under the Other PSAs to apply any portion of the purchase price under the Other PSAs at Closing to satisfy, cure and discharge any of the liens, security interests and encumbrances that MC Owner is required to cure pursuant to this Section 6.3(b). Notwithstanding anything to the contrary in this Agreement or the Other PSAs, the mandatory cure cap set forth as to all liens described in clause (iii) of this Section 6.3(b) (i.e., three-quarters of one percent (0.75%) of the Redemption Property Value) is an aggregate amount to be applied with respect to MC Owner under this Agreement and the seller under the Other PSAs and may be reached solely under this Agreement or either of the Other PSAs, or partially under this Agreement and the Other PSAs.
(c) The ROFO (RM) Parties shall accept title to the Real Property subject to any and all violations, provided that MC Owner shall, at or prior to Closing, pay any outstanding fines, penalties and interest thereon up to an aggregate amount of $750,000.00 which are in liquidated sums on the face of such violations. In the event that there are such amounts outstanding in excess of $750,000.00 (the “Violation Penalty Excess”), the ROFO (RM) Parties may, within three (3) Business Days after being notified or obtaining knowledge that such Violation Penalty Excess exists or, if sooner, before Closing, (i) waive such Violation Penalty Excess and proceed to the Closing, or (ii) amend this Agreement to remove the Redemption Property and replace it with the Substituted Redemption Property; provided, however, that any such mechanic’s lien if the ROFO (RM) Parties exercise the foregoing Substituted Redemption Property replacement right, MC Owner may within three (3) Business Days thereafter or, if sooner, before Closing agree to also pay the Violation Penalty Excess in which case the ROFO (RM) Parties’ exercise of the Substituted Redemption Property replacement right shall be null and void, ab initio, and this Agreement shall continue in full force and effect with MC Owner obligated to also pay the Violation Penalty Excess. Notwithstanding anything to the contrary in this Agreement or the Other PSAs, the $750,000.00 mandatory violation penalty payment cap set forth in this Section 6.3(c) is an aggregate amount to be applied with respect to MC Owner under this Agreement and the sellers under the Other PSAs and may be cured by bonding in accordance with Pennsylvania law. In additionreached solely under this Agreement or either of the Other PSAs, Seller shall be obligated to pay off any outstanding real estate taxes that were due or partially under this Agreement and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below)Other PSAs.
Appears in 1 contract
Samples: Op Unit Redemption Agreement (Mack Cali Realty L P)
Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice notice, within five (5) days of its receipt of any such objection, of its intention to attempt cure or not to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended extended, for a period of twenty not to exceed sixty (2060) days days, for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty the period elected by Seller but not to exceed sixty (2060) days from the Scheduled Closing Date, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three five (35) days after of receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser be deemed Permitted Exceptions. In any such event of its election to cure the Title Defecttermination, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall will be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided.
(c) Notwithstanding the foregoing, howeverin the event further updates are made to the Title Commitment or Updated Survey which reveal new matters not shown on the previous version of the Title Commitment or Updated Survey, that Purchaser may give Seller notice of any additional Title and Survey Objections based upon such new matters. Purchaser must object in writing to any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania lawnew matters, if at all, before 5:00 p.m. (eastern standard time) on the second (2nd) business day after receipt of an such updated Title Commitment or Updated Survey first disclosing said new matters. In additionthe event Purchaser so notices Seller, Seller such items shall be obligated deemed to pay off any outstanding real estate taxes that were due be Title and payable prior Survey Objections and subject to the Closing (but subject to adjustment in accordance with Section 10.4 below)process for Title Defects set forth above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Investment Trust Inc)
Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”"TITLE DEFECT") within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice notice, within five seven (57) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, it shall do so in a prompt and diligent manner, and the Scheduled Closing Date shall be extended for a period of twenty one or more periods not to exceed in the aggregate sixty (2060) days days, for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty for any period elected by Seller but not to exceed sixty (2060) days from the Scheduled Closing Date, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three ten (310) days after of receipt of Seller’s 's notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions. In addition to the remedies provided in this Section 6.3(a), and there shall be no reduction if a Title Defect is caused by a written document executed by Seller in recordable form at any time on or after the Purchase Price. Ifeffective date of the Title Commitment, within the three-day period, Purchaser fails to notify Seller of which document has not been approved or deemed approved by Purchaser’s election to terminate, then Seller shall also reimburse Purchaser shall be deemed to have waived the Title Defect for its title, survey, consultants and to have elected to proceed to the Closingattorneys' fees and expenses reasonably incurred by Purchaser hereunder, as documented by Purchaser.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall will be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s 's liens resulting from work at the Property commissioned by Seller; provided, however, that and any such mechanic’s lien other encumbrances placed of record by Seller on or after the Effective Date which may be cured satisfied by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below)payment of a sum certain.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Defect. (a) In the event Seller receives notice of any Survey Objection, Title Objection or New Title Objection (collectively and individually individually, a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) by written notice to Purchaser to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice written notice, within five seven (57) days of its receipt of any such objection, of its intention to attempt to cure such any such Title DefectDefect and/or extend the Closing Date for such purpose. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended extended, for a period of twenty not to exceed sixty (2060) days days, for the purpose of such removalremoval if Seller provides written notice to Purchaser of such extension. If Seller elects to extend the Scheduled Closing Date as aforesaid, but successfully effects such cure more than ten (10) Business Days before the expiration of the extension period set forth in Seller’s extension notice, then Seller may shorten the extension period by sending Purchaser written notice at least ten (10) Business Days prior to the new Scheduled Closing Date. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty for any period elected by Seller but not to exceed sixty (2060) days from the Scheduled Closing Date, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three ten (310) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser be deemed Permitted Exceptions. In any such event of its election to cure the Title Defecttermination, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall will be obligated to cure exceptions to title to the Property, in the manner described in Section 6.2(c) above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned directly contracted for by Seller; provided, however, provided that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off remove other monetary liens created or permitted by Seller, any outstanding real estate taxes that new matters appearing after the date of the Agreement which were due voluntarily created by Seller and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below)not consented to, approved or deemed approved by Purchaser hereunder, delinquent property tax liens, any income tax lien or any judgment lien as a result of Seller’s actions.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended extended, for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below).
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) Defect within the time periods required under Sections 6.1 and Section 6.2 aboveabove ("Title Defect Notice"), Seller may elect shall notify Purchaser within ten (but shall not be obligatedI 0) to days after receiving the Title Defect Notice whether Seller will attempt to remove, or cause to be removed at its expense, any such remove the Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, in which event the Scheduled Closing Date shall be extended to the extent reasonably necessary for a period of twenty up to thirty (2030) days for the purpose of such removaldays. In the event that If Seller (i) Seller fails to so notify Purchaser within such ten (I 0) day period that it elects not to attempt to cure any remove the Title Defect, (ii) notifies Purchaser within such Title period that it will not attempt to remove such title Defect, or (iiiii) having elected to attempt to do so, Seller is unable to effect such cure any such Title Defect within such twenty the thirty (2030) days from the Scheduled Closing Dateday extension period set forth above, Seller shall so notify Purchaser and then Purchaser shall have the right, by written notice given to Seller within five (5) days after receiving Seller's notice of its election not to remove the Title Defects (or, if no such notice is given, within five (5) days after the expiration of the ten (10) day period in which Seller had the right to terminate elect to attempt to remove the Title Defects), or, if applicable, within five (5) days after the expiration of the thirty (30) day extension period, to (x) waive the Title Defect and close title in accordance with the provisions of this Agreement on the Scheduled Closing Date (if the Scheduled Closing Date is then being extended pursuant to this Section 6.3(a6.3, then the extension shall end, and the Scheduled Closing Date shall occur, on the fifth (5th) and Business Day after giving written notice of such waiver to Seller), or (y) terminate this Agreement, in which case Purchaser shall receive a prompt refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or and except with respect to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligations to each other under this Agreement. If Purchaser elects fails to proceed elect to the Closing, any Title Defects waived terminate this Agreement by Purchaser shall be deemed notice given to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, Seller within the three-such five (5) day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived such Title Defect, and Purchaser shall close title in accordance with the Title Defect provisions of this Agreement on the Scheduled Closing Date (if the Scheduled Closing Date is then being extended pursuant to this Section 6.3, then the extension shall end, and to have elected to proceed to the Closing.
Scheduled Closing Date shall occur, on the fifth (b5th) Business Day after the expiration of such five (5) day period). Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to of Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s 's liens resulting from work at the Property commissioned by SellerSeller or a Seller Affiliate; provided, however, that any such mechanic’s 's lien may be cured by bonding in accordance with Pennsylvania New Jersey law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below).
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Cole Corporate Income Trust, Inc.)
Title Defect. (a) In the event Seller receives notice of any Survey Objection, Title Objection or New Title Objection (collectively and individually individually, a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) by written notice to Purchaser to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice written notice, within five seven (57) days of its receipt of any such objection, of its intention to attempt to cure such any such Title DefectDefect and/or extend the Closing Date for such purpose. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended extended, for a period of twenty not to exceed sixty (2060) days days, for the purpose of such removalremoval if Seller provides written notice to Purchaser of such extension at least ten (10) Business Days prior to the Scheduled Closing Date. If Seller elects to extend the Scheduled Closing Date as aforesaid, but successfully effects such cure more than ten (10) Business Days before the expiration of the extension period set forth in Seller’s extension notice, then Seller may shorten the extension period by sending Purchaser written notice at least ten (10) Business Days prior to the new Scheduled Closing Date. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty for any period elected by Seller but not to exceed sixty (2060) days from the Scheduled Closing Date, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three ten (310) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser be deemed Permitted Exceptions. In any such event of its election to cure the Title Defecttermination, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall will be obligated to cure exceptions to title to the Property, in the manner described in Section 6.2(c) above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned directly contracted for by Seller; provided, however, provided that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off remove other monetary liens created or permitted by Seller, any outstanding real estate taxes that new matters appearing after the date of the Agreement which were due voluntarily created by Seller and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below)not consented to, approved or deemed approved by Purchaser hereunder, delinquent property tax liens, any income tax lien or any judgment lien as a result of Seller’s actions.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”) within the time periods required under Sections 6.1 and Section 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title DefectDefect (provided that Seller shall be obligated to cure those Title Defects described in Section 6.3(b)), and shall provide Purchaser with notice notice, within five seven (57) days of after its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt or is obligated to cure any Title Defect, the Scheduled Closing Date shall be extended with respect to all of the Projects to the extent necessary in Seller’s discretion, for a period of twenty not to exceed thirty (2030) days days, for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty thirty (2030) days from the Scheduled Closing Dateday time period, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant with respect to this Section 6.3(a) all of the Projects and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect in a written notice delivered to Seller and proceed to the Closing. In addition, if such Title Defect is the result of Seller acting knowingly and with the intent to prevent Purchaser from purchasing the Property, Purchaser shall be entitled to the remedies set forth in Section 13.1(b). Purchaser shall make such written election by written notice to Seller within three seven (37) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser be deemed Permitted Exceptions. In any such event of its election to cure the Title Defecttermination, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to SellerSeller (provided Seller has paid to Purchaser the amount of the cost of Purchaser’s Information other than the cost of copying the Documents), after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall will be obligated to cure exceptions to title to the Property, in the manner described above, relating to (i) mortgages, deeds of trust, liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and (ii) any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, provided that Seller may elect to discharge any such mechanic’s lien may be cured liens by bonding filing a bond and notices relating thereto in accordance with Pennsylvania law. In additionTexas Property Code Section 3.171 et seq., Seller shall be obligated to pay off (iii) any outstanding real estate taxes that were due and payable prior to judgment liens not exceeding Two Hundred Thousand Dollars ($200,000) in the Closing aggregate per Projectand (but subject to adjustment in accordance with Section 10.4 below)iv) delinquent ad valorem taxes.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Defect. (a) In Purchaser shall have until the event end of the Inspection Period to inspect the Commitment and notify Seller receives notice in writing of any Survey Objection objections or matters in title which renders title unmarketable in accordance with title standards adopted by the Florida Bar and applicable Florida law (the "Title Objection (collectively and individually a “Defects"). After receiving Purchaser's list of Title Defect”) within the time periods required under Sections 6.1 and 6.2 aboveDefects, Seller may elect shall, within ten (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (510) days of its receipt of any such objectionreceipt, of its intention to attempt notify Purchaser in writing which, if any, Title Defects Purchaser has elected to cure such any or remove, and Seller shall have a period of thirty (30) days (the "Cure Period") following the receipt from Purchaser of notice of Title Defects to cause the release or cure such Title Defect. If Seller elects does not affirmatively agree to remove all Title Defects in Purchaser’s notice to Seller or if Seller, after using diligent efforts, is unsuccessful in removing the Title Defects within the Cure Period, Purchaser shall, at its sole and exclusive discretion, have the option of either (i) accepting the title as it then is; (ii) extended the Cure Period for Seller to attempt to cure any the Title Defect, Defects; or (iii) demanding a refund of the Scheduled Closing Date Deposit paid hereunder which shall forthwith be returned to Purchaser and thereupon Purchaser and Seller shall be extended for a period released as of twenty (20) days for all further obligations under this Agreement, other than those obligations, indemnities and liabilities which, under the purpose express provisions of such removalthis Agreement, survive the termination of this Agreement. In Notwithstanding the foregoing, in the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such the Title Defect within such twenty (20) days from Defects prior to the Scheduled Closing Date, Seller shall so have the right to extend Closing for a period not to exceed thirty (30) days in order to cure such Title Defects. On the Closing Date, Seller shall convey title by Special Warranty Deed, subject to the "Permitted Exceptions". Additionally, Seller shall cause to execute a standard “no lien” affidavit with the Title Company, sufficient to permit the "GAP" (the "GAP" shall be the period from the initial effective date of Purchaser's Commitment to the date that the Special Warranty Deed shall have been recorded) and the "Standard Exceptions". Prior to Closing, Purchaser shall be entitled to update the Commitment and, in the event Purchaser finds any new Title Defects, Purchaser shall promptly notify Purchaser and Seller in writing specifying the Title Defect(s). Seller will have thirty (30) days from receipt of notice within which to elect, at Seller's option, to remove the Title Defect(s), failing which Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund options provided in above in respect of such Title Defects revealed by such update of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the ClosingCommitment.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below).
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”) within the time periods required under Sections 6.1 and Section 6.2 above, Seller shall remove any Required Exceptions (as hereinafter defined) and may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such other Title Defect, and shall provide Purchaser with notice notice, within five ten (510) days of its receipt of any such objection, of its intention to attempt to cure such any such Title DefectDefect that is not a Required Exception. Seller’s failure to reply within such 10 day period shall be deemed an election by Seller to cause the Title Defects to be removed. If Seller is obligated or elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended extended, for a period of twenty not to exceed thirty (2030) days days, for the purpose of attempting such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Dateother than a Required Exception, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three ten (310) days after of receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the any Title Defect, not to exceed the Reimbursement Cap, and (ii) Defects waived by Purchaser shall promptly return Purchaser’s Information to Sellerbe deemed Permitted Exceptions. In any such event of termination, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser Seller is unable to timely cure any Required Exception or any other Title Defect which Seller elects or is deemed to proceed elect to the Closing, remove within any Title Defects waived period elected by Purchaser Seller shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify a default by Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closinghereunder.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall will be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that and any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to Voluntary New Title Defect (collectively the Closing (but subject to adjustment in accordance with Section 10.4 below“Required Exceptions”).
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”"TITLE DEFECT") within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice notice, within five (5) days of its receipt of any such objection, of its intention to attempt cure or not to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended extended, for a period of twenty not to exceed sixty (2060) days days, for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty the period elected by Seller but not to exceed sixty (2060) days from the Scheduled Closing Date, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three five (35) days after of receipt of Seller’s 's notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser be deemed Permitted Exceptions. In any such event of its election to cure the Title Defecttermination, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s 's Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall will be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s 's liens resulting from work at the Property commissioned by Seller; provided.
(c) Notwithstanding the foregoing, howeverin the event further updates are made to the Title Commitment or Updated Survey which reveal new matters not shown on the previous version of the Title Commitment or Updated Survey, that Purchaser may give Seller notice of any additional Title and Survey Objections based upon such new matters. Purchaser must object in writing to any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania lawnew matters, if at all, before 5:00 p.m. (eastern standard time) on the second (2nd) business day after receipt of an such updated Title Commitment or Updated Survey first disclosing said new matters. In additionthe event Purchaser so notices Seller, Seller such items shall be obligated deemed to pay off any outstanding real estate taxes that were due be Title and payable prior Survey Objections and subject to the Closing (but subject to adjustment in accordance with Section 10.4 below)process for Title Defects set forth above.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Defect. (a) In the event Seller receives notice of any written objections to matters disclosed by an update to the Title Report or an update to the Existing Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above6.3(b) below, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice notice, within five (5) days Business Days of its receipt of any such objection, of its intention to attempt cure or not to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall may be extended by written notice from Seller to Purchaser at any time on or prior to the Scheduled Closing Date, for a period of twenty up to but not to exceed sixty (2060) days in the aggregate (but in no event shall Seller have the right to extend the Scheduled Closing Date beyond the Outside Closing Date), for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable fails to cure any such Title Defect within such twenty the period elected by Seller but not to exceed sixty (2060) days from in the aggregate (but in no event shall Seller have the right to extend the Scheduled Closing Date beyond the Outside Closing Date), Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the ClosingClosing without any reduction or abatement of the Purchase Price. Purchaser shall make such election by written notice to Seller within three ten (310) days after of receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable be deemed Permitted Exceptions. This provision is subject in all respects to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement CapSeller’s obligations, and (ii) Purchaser’s rights, under Section 6.2(e). In any such event of termination, Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Propertyforegoing, in the manner described aboveevent further updates are made to the Title Report or Survey which reveal new matters which are not Permitted Exceptions and are not shown on the previous version of the Title Report or Survey, relating Purchaser may give Seller notice of any such new matters disclosed by such update which Purchaser deems unacceptable. Purchaser must object in writing to liens and security interests securing any financings to such new matters, if at all, before 5:00 p.m. Eastern Standard Time on the fifth (5th) Business Day after receipt of any such updated Title Report or Survey first disclosing said new matters. In the event Purchaser so timely notices Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller items shall be obligated to pay off any outstanding real estate taxes that were due and payable prior subject to the Closing (but subject process for Title Defects set forth above. If Purchaser fails to adjustment in accordance with Section 10.4 below).timely deliver such notice, all of such new matters shall be deemed Permitted Exceptions. ARTICLE VII.......
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania Connecticut law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below).
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Defect. (a) In For a period of twelve (12) months following the event Effective Date (the “Title Examination Period”), Buyer shall have the right to notify Seller receives notice in writing of any Survey Objection or Title Objection Defects identified by Buyer that cause Seller to have less than Defensible Title to the Block A Purchased Acreage. To be effective, such notice (collectively and individually a the “Title DefectDefect Notice”) within must (i) be in writing, (ii) be received by Seller prior to the time periods required under Sections 6.1 and 6.2 aboveexpiration of the Title Examination Period, Seller may elect (but shall not be obligatediii) to attempt to removedescribe the Title Defect in reasonable detail (including any alleged deficiency in the Net Revenue Interest or any alleged Acreage Deficiency), or cause to be removed at its expense, any (iv) identify the specific leases affected by such Title Defect, (v) include the value of such Title Defect as determined by Buyer in good faith; provided that such value shall in no event exceed the amount paid by Buyer therefor; and (vi) include a copy of a drill site title opinion rendered by an attorney licensed in the state of Montana (such opinion to be prepared at Buyer’s cost and expense) identifying the Title Defect. Any matters that may otherwise constitute Title Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall provide Purchaser with notice within five be deemed to have been waived by Buyer for all purposes.
(5b) days of its Upon the receipt of any such objectionan effective Title Defect Notice from Buyer, of its intention Seller shall have the option, but not the obligation, to attempt to cure such any Title Defect(s). The cost of such cure or attempted cure of such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date Defect shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that borne by Seller.
(i) With respect to each Title Defect that consists of an Acreage Deficiency, as defined below, that is not cured within 180 days following receipt of the Title Defect Notice (the “Cure Period”), Seller elects not shall, at Seller’s election, either (i) refund to attempt Seller an amount equal to cure any the price per net acre paid by Seller with respect to the affected lease, multiplied by a fraction, the numerator of which is the difference between the number of Net Acres to have been assigned by Seller to Buyer pursuant hereto and for which Buyer paid (“Intended Acres”) and the actual Net Acres so assigned (“Actual Acres”) (such Title Defectdifference being referred to herein as the “Acreage Deficiency”), and the denominator of which is the Intended Acres; or (ii) assign to Buyer additional Block A leases, or portions thereof, for which Seller is unable has Defensible Title and reasonably acceptable to cure any such Buyer, covering Net Acres at least equal to the Acreage Deficiency.
(ii) With respect to each Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right that is not cured prior to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund expiration of the Xxxxxxx Money DepositCure Period that consists of the Net Revenue Interest assigned to Buyer in the affected lease being less than 80% (or such lower Net Revenue Interest with respect to a lease as may be specified in Exhibit C), together with all interest which has accrued thereon, or to waive such Title Defect and proceed proportionately reduced to the Closing. Purchaser shall make such election by written notice to extent that Seller within three assigned less than the entire working interest in the affected lease or the affected lease covers less than the entire mineral estate, (3x) days after receipt of SellerBuyer may, at Buyer’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defectelection, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure waive the Title Defect, not to exceed in which case Buyer shall accept the Reimbursement Caplease without adjustment or refund of the Purchase Price paid therefor; (y) Buyer may, and (ii) Purchaser at Buyer’s election, reject the affected lease, in which case Buyer shall promptly return Purchaser’s Information reassign the affected lease to Seller, after which neither party free and clear of all liens, claims and encumbrances arising by, through or under Buyer, and Seller shall have any further obligation refund to Buyer an amount equal to the other under this Agreement except Purchase Price paid by Buyer for such lease; or (z) Seller may remove the Termination Surviving Obligations. If Purchaser elects affected lease from the Initial Leases to proceed be delivered at Closing and instead assign to Buyer replacement Block A leases, or portions thereof, for which Seller has Defensible Title and reasonably acceptable to Buyer, covering Net Acres at least equal to the Closing, any Title Defects waived Net Acres covered by Purchaser shall be deemed to constitute Permitted Exceptions, the affected lease and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller having a Net Revenue Interest of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed at least 80% (or such lower Net Revenue Interest with respect to the Closing.
(b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien affected lease as may be cured by bonding specified in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 belowExhibit C).
Appears in 1 contract
Samples: Lease Acquisition and Participation Agreement (Samson Oil & Gas LTD)