Title Defects and Cure Clause Samples
The "Title Defects and Cure" clause defines the process for identifying and resolving issues with the legal ownership or status of a property’s title during a transaction. Typically, this clause outlines the buyer’s right to notify the seller of any discovered defects within a specified timeframe, and gives the seller an opportunity to correct or "cure" these defects before closing. Its core function is to ensure that the buyer receives clear and marketable title, while providing a fair mechanism for addressing and remedying any title problems that could otherwise delay or jeopardize the transaction.
Title Defects and Cure. The Title Commitment and the Surveys (to the extent obtained pursuant to Section 6.5(b) above) are collectively referred to as “Title Evidence”. Buyer shall notify Sellers within fifteen (15) days after its receipt of the last of the Title Evidence (the “Study Period”) of any liens, claims, encroachments, exceptions or defects disclosed in the 34 Title Evidence which do not constitute Permitted Encumbrances (collectively, “Defects”). Sellers, at their cost and expense, shall cure the objections on or before the Closing or Sellers may elect to not cure the objections and shall give written notice to Buyer within ten (10) days of their receipt of Buyer’s objections of their decision whereupon Buyer may waive such objections and close or may terminate this Agreement, which election shall be made within ten (10) days of its receipt of Sellers’ written notice. If Sellers fail to timely give such notice, Sellers shall be deemed to have elected not to cure the objections, whereupon Buyer may waive such objections and close or may terminate this Agreement, which election by Buyer shall be made within twenty (20) days following notice of objection to Sellers. Upon termination of this Agreement under the terms of this Section 6.5(c), no party to this Agreement shall have any further claims under this Agreement against any other party, except for matters that expressly survive termination of this Agreement. Any matters shown by the Title Evidence to which Buyer does not object or which are waived by Buyer as herein provided shall be deemed to be Permitted Encumbrances. Notwithstanding anything contained in this Section 6.5(c) to the contrary, at the Closing, Sellers shall cause all mortgages, deeds of trust, financing statements and other similar liens encumbering the Partnership’s fee interest in the Owned Real Property, and arising by, through or under Sellers, or any of their Affiliates, to be released (other than liens for taxes and assessments not yet due and payable and any mechanic’s or materialmen’s liens relating to the Assumed Liabilities). If any update of the Title Evidence is delivered to Buyer after the expiration of the Study Period which (i) discloses any title exception not disclosed in the Title Evidence last received by ▇▇▇▇▇, (ii) such exception was created or first appeared in the public records after the expiration of the Study Period, and (iii) such exception does not constitute a Permitted Encumbrance (any such exception satisfying all of the ...
Title Defects and Cure. If -- (1) in the opinion of TRC’s counsel, Owner’s title is defective or less than as represented in Section 2, or (2) Owner’s title is contested or questioned by any person, entity, or governmental agency -- and if Owner is unable or unwilling to promptly correct the defects or alleged defects in title, TRC may attempt, with all reasonable dispatch, to perfect, defend, or initiate litigation to protect Owner’s title. In that event, Owner shall execute all documents and shall take such other actions as are reasonably necessary to assist TRC in its efforts to perfect, defend, or protect Owner’s title. If title is less than as represented in Section 2, then (and only then) the costs and expenses of perfecting, defending, or correcting title (including, but without being limited to, the cost of attorney’s fees and the cost of releasing or satisfying any mortgages, liens, and encumbrances), shall be a credit against payments thereafter to be made to Owner under the provisions of Section 5 and 6, unless the encumbrance or dispute arises from TRC’s failure to perform obligations hereunder (in which case such costs shall be borne by TRC).
Title Defects and Cure. If (1) in the reasonable opinion of TRC’s counsel, Owner’s title is defective, or (2) Owner’s title is contested or challenged by any person, entity or governmental agency and Owner is unable or unwilling to promptly correct the defects or alleged defects in title, TRC may attempt, with all reasonable dispatch, to perfect, defend or initiate litigation to protect Owner’s title, at TRC’s sole risk and expense. All such expenses shall be credited as Exploration Expenditures. In that event, Owner shall execute all documents and shall take such other actions as are reasonably necessary to assist TRC in its efforts to perfect, defend or protect Owner’s title.
Title Defects and Cure. If (a) in the reasonable opinion of Optionee's counsel, Owner's title to the Permits is defective, or (b) Owner's title to the Permits is contested or challenged by any person, entity or governmental agency and Owner is unable or unwilling to promptly correct the defects or alleged defects in title, Optionee may attempt, with all reasonable dispatch, to perfect, defend or initiate litigation to protect Owner's title to the Permits, at Optionee's sole risk and expense. If Optionee takes such action, Owner shall execute all documents and shall take such other actions as are reasonably necessary to assist Optionee in its efforts to perfect, defend or protect Owner's title to the Permits.
Title Defects and Cure. If -- (1) in the opinion of TRC’s counsel, Owner’s title is defective or less than as represented in Section 2 or (2) Owner’s title is contested or questioned by any person, entity, or governmental agency -- and if Owner is unable or unwilling to promptly correct the defects or alleged defects in title, TRC may attempt, with all reasonable dispatch, to perfect, defend, or initiate litigation to protect Owner’s title. In that event, Owner shall execute all documents and shall take such other actions as are reasonably necessary to assist TRC in its efforts to perfect, defend, or protect Owner’s title. If title is less than as represented in Section 2.1, then (and only then) the costs and expenses of perfecting, defending, or correcting title (including, but without being limited to, the cost of attorney’s fees and the cost of releasing or satisfying any mortgages, liens, and encumbrances), shall be a credit against payments thereafter to be made to Owner under the provisions of Section 5 and 6 unless the encumbrance or dispute arises from TRC’s failure to perform obligations hereunder (in which case such costs shall be borne by TRC). TRC at any time may withdraw from or discontinue any action, activity or application undertaken or initiated by it pursuant to this Section. TRC shall not be liable to Owner in any way if Owner is unsuccessful in, withdraws from or discontinues any such action.
Title Defects and Cure. If within ninety (90) days of the Effective Date of this Agreement-- (1) in the opinion of TRC’s counsel, Owner’s title is defective or less than as represented in Section 2, or (2) Owner’s title is contested or questioned by any person, entity, or governmental agency -- and if Owner is unable or unwilling to promptly correct the defects or alleged defects in title, TRC may attempt, with all reasonable dispatch, to perfect, defend, or initiate litigation to protect Owner’s title. In that event, Owner shall execute all documents and shall take such other actions as are reasonably necessary to assist TRC in its efforts to perfect, defend, or protect Owner’s title. If title is less than as represented in Section 2, then (and only then) Owner shall reimburse TRC all costs and expenses incurred by TRC in perfecting, defending, or correcting title (including, but without being limited to, the cost of attorney’s fees and the cost of releasing or satisfying any mortgages, liens, and encumbrances), unless the encumbrance or dispute arises from TRC’s failure to perform obligations hereunder (in which case such costs shall be borne by TRC).
Title Defects and Cure. If within ninety (90) days of the Effective Date of this Agreement, (1) in the opinion of Lessee, Lessor’s title is defective or less than represented in Section 2, or (2) Lessor’s title is contested or questioned by any person, entity, or governmental agency, and if Lessor is unable to promptly correct the defects or alleged defects in title, Lessee may attempt, with all reasonable dispatch, to perfect, defend, or initiate litigation to protect Lessor’s title. In that event, Lessor shall execute all documents and shall take such other actions as are reasonably necessary to assist Lessee in its efforts to perfect, defend, or protect Lessor’s title. If title is less than as represented in Section 2, then (and only then) Lessor shall reimburse Lessee for all costs and expenses incurred by Lessee in perfecting, defending, or correcting title (including, but without being limited to, the cost of attorneys’ fees and the cost of releasing or satisfying any mortgages, liens and encumbrances), unless the encumbrance or dispute arises from Lessee’s failure to perform its obligations hereunder (in which case such costs shall be borne by Lessee).