Common use of Title Defects Clause in Contracts

Title Defects. (a) Prior to execution of this Agreement, Seller has provided Purchaser with a current title report with respect to the Property from Escrow Holder, bearing an Effective Date of May 23, 2024 and bearing Order File No. 360424001689 (the “Title Report”). Within thirty (30) days of the Effective Date of this Agreement, Purchaser may deliver to Seller a written notice of any objections to title Purchaser may have (the “Objection Notice”), and such objections may be based upon any survey of the Property that Purchaser may elect to obtain. If Purchaser fails to deliver the Objection Notice in a timely manner, then Purchaser shall be deemed to have accepted all matters of record identified in the Title Report, and all such matters shall be deemed “Permitted Exceptions.” If Purchaser delivers an Objection Notice to Seller, then within three (3) Business Days following receipt of such Objection Notice (“Seller Response Period”), Seller may deliver to Purchaser written notice that Seller has elected in its sole and absolute discretion to remove any, all or none of the objections identified in the Objection Notice (the “Objection Response”). Notwithstanding the foregoing, Purchaser shall not be obligated to object to any title encumbrances that can be removed solely by the payment of money, such as mortgages or statutory liens, and Seller shall convey title to the Property free and clear of any such encumbrances at Closing, additionally, in no event shall any of the foregoing encumbrances be deemed Permitted Exceptions.

Title Defects. If the Title Commitment or Survey reflects or discloses any title defects affecting the Property that were not disclosed in the Title Report then, prior to the Closing Date, Purchaser shall either (a) Prior terminate this Agreement by delivering written notice to execution Seller, or (b) notify Seller in writing of this Agreement, any such title defects. Seller has provided Purchaser with shall have a current title report with respect to the Property from Escrow Holder, bearing an Effective Date period of May 23, 2024 and bearing Order File No. 360424001689 (the “Title Report”). Within thirty (30) days of the Effective Date of this Agreement, Purchaser may deliver to Seller a following such written notice of any objections to title Purchaser may have (the “Objection Notice”), and such objections may be based upon any survey of the Property that Purchaser may elect to obtain. If Purchaser fails to deliver the Objection Notice in a timely mannercure any such defects, then Purchaser shall be deemed to have accepted all matters of record identified in the Title Report, and all such matters shall be deemed “Permitted Exceptions.” If Purchaser delivers an Objection Notice to Seller, then within three (3) Business Days following receipt of such Objection Notice (“if desired by Seller Response Period”), Seller may deliver to Purchaser written notice that Seller has elected in its sole and absolute discretion (in which event the Closing Date may be extended in order for Seller to remove any, all or none of the objections identified in the Objection Notice (the “Objection Response”complete such cure during such 30-day period). Notwithstanding In the foregoingevent Seller fails or elects not to cure any such defects during such 30-day period, Seller shall deliver written notice to Purchaser, and Purchaser shall, within two (2) business days after receipt of such notice, either terminate this Agreement by written notice to Seller, or elect to waive any uncured defects, exceptions or other matters. If Purchaser fails to terminate this Agreement as set forth herein, then the Property, Title Commitment and Survey will be considered to be accepted by Purchaser, and Purchaser shall not be obligated to object to any title encumbrances that can be removed solely by the payment of money, such as mortgages or statutory liens, and Seller shall convey take title to the Property free subject to all matters set forth in the Title Commitment and clear of on the Survey. If Purchaser terminates this Agreement as provided herein, then the Xxxxxxx Money shall be returned to Purchaser, and neither Seller nor Purchaser thereafter shall have any such encumbrances at Closing, additionally, in no event shall any of the foregoing encumbrances be deemed Permitted Exceptionsfurther rights or obligations under this Agreement.

Title Defects. If (a1) Prior to execution of this Agreementthe Title Commitment shows that Seller does not have recordable, Seller has provided Purchaser with a current marketable, and indefeasible title report with respect to the Property from Escrow Holderin fee simple subject only to the Permitted Exceptions; or if (2) the Title Commitment or the Survey shows that the Property is subject to any title defects, bearing liens, encumbrances, easements, rights-of-way, covenants, reservations or restrictions other than Permitted Exceptions and mortgages or other monetary liens which Seller agrees Seller will cause to be discharged or canceled at the time of Closing; or if (3) the Survey discloses conditions which are not in conformity with the criteria set forth in the preceding paragraph; or if (4) Purchaser determines that any utility easements or other matters will have an Effective Date adverse affect upon the ability to fully use the Property for the Project (all of the foregoing being collectively called "Title Defects"), then Purchaser shall give Seller written notice thereof on or prior to May 1, 2003. If, as of May 2315, 2024 2003, Seller notifies Purchaser in writing that Seller is unwilling or unable to remove any Title Defect, then Purchaser may, at its option, (i) agree to waive such defects and bearing Order File No. 360424001689 (proceed to close the “Title Report”). Within thirty (30) days of the Effective Date of this Agreement, Purchaser may deliver to Seller a written notice of any objections to title Purchaser may have (the “Objection Notice”), and such objections may be based upon any survey purchase of the Property as-is; or (ii) terminate this Agreement. If Seller fails to respond to the Title Defect in writing, then Seller shall be deemed to have notified Purchaser that it is unwilling or unable to cure the Title Defect and Purchaser may shall have the same options described in the immediately preceding sentence. Purchaser shall elect option (i) or (ii) above by written notice to obtainSeller on or before May 30, 2003. If Purchaser fails to deliver the Objection Notice in a timely mannerelect either option as provided herein, then Purchaser shall be deemed to have accepted all matters elected option (i). If Purchaser terminates this Agreement pursuant to provisions of record identified in the Title Reportthis sub-paragraph, and all such matters both parties shall be deemed “Permitted Exceptionsreleased from all further obligations hereunder.” If Purchaser delivers an Objection Notice to Seller, then within three (3) Business Days following receipt of such Objection Notice (“Seller Response Period”), Seller may deliver to Purchaser written notice that Seller has elected in its sole and absolute discretion to remove any, all or none of the objections identified in the Objection Notice (the “Objection Response”). Notwithstanding the foregoing, Purchaser shall not be obligated to object to any title encumbrances that can be removed solely by the payment of money, such as mortgages or statutory liens, and Seller shall convey title to the Property free and clear of any such encumbrances at Closing, additionally, in no event shall any of the foregoing encumbrances be deemed Permitted Exceptions.

Title Defects. (a) Prior to execution of this AgreementBuyer may order, Seller has provided Purchaser with at its sole cost and expense, a current title report commitment with respect to the Property from Escrow Holder, bearing an Effective Date of May 23, 2024 and bearing Order File No. 360424001689 Premises (the “Title ReportCommitment”). Within thirty (30) days of the Effective Date of this Agreement, Purchaser may deliver to Buyer shall give Seller a written notice of any objections objection to title Purchaser may have (the a “Objection Title Notice”) prior to the expiration of the Inspection Period. Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in the Title Notice, except for the Monetary Liens referred to in Section 4.4 of this Section 4 that are to be paid by Seller at or before Closing. Any encumbrance or other title exception or matter to which Buyer does not so object, shall thereafter be deemed a Permitted Encumbrance. Seller shall have the right, at its sole option, upon written notice to Buyer within five (5) days of receipt of Buyer’s Title Notice, to (A) defer the Closing for a period not exceeding ten (10) days after the Closing Date to give Seller an opportunity, at Seller’s sole option, of either (i) attempting to remove any encumbrance or other title exception or matter which is not a Permitted Encumbrance or (ii) providing the Title Company such assurances as the Title Company requires to insure Buyer to Buyer’s satisfaction against any loss arising from such encumbrance or other title exception or matter, or (B) elect to do neither (i) nor (ii), and such objections may be based upon any survey in which event Buyer shall have the election set forth in subparagraph 4.4 of the Property that Purchaser may elect to obtainthis Section 4. If Purchaser fails Failure by Seller to deliver the Objection Notice in a timely manner, then Purchaser such notice shall be deemed an election under subpart (B) above. If Seller shall elect to have accepted all matters of record identified in the Title Report, and all such matters shall be deemed “Permitted Exceptions.” If Purchaser delivers an Objection Notice to Seller, then within three (3) Business Days following receipt of such Objection Notice (“Seller Response Period”), Seller may deliver to Purchaser written notice that Seller has elected in its sole and absolute discretion to remove any, all or none of the objections identified in the Objection Notice (the “Objection Response”). Notwithstanding the foregoing, Purchaser shall not be obligated to object to cure any title encumbrances matter that can is not a Permitted Exception, if necessary, the Date of Closing may be removed solely extended by the payment of money, Seller for up to twenty (20) days to allow Seller to attempt to cure such as mortgages or statutory liens, and Seller shall convey title to the Property free and clear of any such encumbrances at Closing, additionally, in no event shall any of the foregoing encumbrances be deemed Permitted Exceptionsmatter.

Title Defects. (a) Prior Purchaser shall furnish to execution Seller within the Due Diligence Period a copy of this Agreement, Seller has provided Purchaser with a current title report commitment with respect to the Property from Escrow Holder, bearing an Effective Date of May 23, 2024 and bearing Order File No. 360424001689 prepared by the Title Insurer (the “Title ReportInsurance Commitment”). Within thirty (30) days of the Effective Date of this Agreement, Purchaser may deliver to Seller together with a written notice of statement specifying any objections to title Purchaser may have which are not Permitted Exceptions (the “Objection NoticePurchaser’s Statement”), and it being understood that Purchaser shall have no right to object to Permitted Exceptions. Seller shall have no obligation to remove any such objections may except that on or before the Closing Date Seller shall cause to be based upon removed any survey of the Property that Security Documents. Seller shall notify Purchaser may elect to obtain. If Purchaser fails to deliver the Objection Notice in a timely manner, then Purchaser shall be deemed to have accepted all matters of record identified in the Title Report, and all such matters shall be deemed “Permitted Exceptions.” If Purchaser delivers an Objection Notice to Seller, then within three (3) Business Days following after Seller’s receipt of Purchaser’s Statement whether Seller will remove on or before the Closing Date any such Objection Notice objections which are not Security Documents (“Seller Response Period”), Seller may deliver to Purchaser written notice that Seller has elected in its sole and absolute discretion to remove any, all or none of the objections identified in the Objection Notice (the “Objection Seller’s Response”). Notwithstanding If Seller does not advise Purchaser that such defects will be removed, Purchaser’s sole right shall be to either (a) waive the foregoingdefect and close title without abatement or reduction of the Purchase Price or (b) terminate this Agreement, in either case upon notice to Seller given within three (3) Business Days after Purchaser receives Seller’s Response indicating that such defects will not be removed. If Purchaser fails to elect to terminate this Agreement by notice given to Seller within said three (3) Business Day period, then Purchaser shall not be obligated conclusively deemed to object have elected to any waive the defects and close title encumbrances that can in accordance with clause (a) of the preceding sentence. If Purchaser elects to terminate this Agreement by notice given to Seller within such three (3) Business Day period, the Deposit shall be removed solely by the payment of money, such as mortgages or statutory liensreturned to Purchaser, and Seller shall convey title to the Property free upon such return, except as expressly provided herein, this Agreement and clear of any such encumbrances at Closing, additionally, in no event shall any all rights and obligations of the foregoing encumbrances respective parties hereunder shall be deemed Permitted Exceptionsnull and void.

Title Defects. If the Title Commitment, Survey discloses exceptions to title objectionable to Purchaser, in its reasonable discretion, except for exceptions relating to Seller’s existing financing which Seller shall cause to be removed at Closing, Purchaser shall so notify Seller within ten (a10) Prior days following Purchaser’s receipt of the latest to execution be received of this Agreement, Seller has provided Purchaser with a current title report with respect to the Property from Escrow Holder, bearing an Effective Date of May 23, 2024 Title Commitment and bearing Order File No. 360424001689 the Survey (the “Title Report”). Within thirty (30) days of the Effective Date of this Agreement, Purchaser may deliver to Seller a written notice of any objections to title Purchaser may have (the “Objection NoticeDate”), and Seller shall have twenty (20) days from the date of such objections may be based upon any survey of notice to have each such unpermitted exception to title removed, or to have the Property that Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such 20-day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within five (5) business days after such twenty (20) day period, as its sole and exclusive remedy in such event, to obtaineither (i) terminate this Agreement whereupon this Agreement shall be null and void and of no further force or effect (except for any obligations that expressly survive the termination of this Agreement and/or the Closing), or (ii) elect to accept title to the Property subject to such objectionable exception (with no reduction in the Purchase Price) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Exceptions. If Purchaser fails to deliver the Objection Notice in a timely mannermake either such election, then Purchaser shall be deemed to have accepted all elected option (ii). Any matters of record identified in disclosed by either the Title Report, Commitment or the Survey and all such matters not objected to by Purchaser on or before the Title Objection Date shall be deemed “approved by Purchaser and shall constitute Permitted Exceptions.” If Purchaser delivers an Objection Notice to Seller, then within three (3) Business Days following receipt of such Objection Notice (“Seller Response Period”), Seller may deliver to Purchaser written notice that Seller has elected in its sole and absolute discretion to remove any, all or none of the objections identified in the Objection Notice (the “Objection Response”). Notwithstanding the foregoing, Purchaser shall not be obligated to object to any title encumbrances that can be removed solely by the payment of money, such as mortgages or statutory liens, and Seller shall convey title to the Property free and clear of any such encumbrances at Closing, additionally, in no event shall any of the foregoing encumbrances be deemed Permitted Exceptions.

Title Defects. (a) Prior to execution the expiration of this Agreementthe Review Period (as hereinafter defined), Purchaser shall notify Seller has provided of any title matters to which Purchaser with a current title report with respect to the Property from Escrow Holder, bearing an Effective Date of May 23, 2024 and bearing Order File No. 360424001689 objects (the “Title ReportDefects”) (“Purchaser’s Notice”). Within thirty (30) days of the Effective Date of this Agreement, Purchaser may deliver to Seller a written notice of any objections to title Purchaser may have (the “Objection Notice”), and such objections may be based upon any survey of the Property that Purchaser may elect to obtain. If Purchaser fails to deliver the Objection Notice Any matter disclosed in a timely manner, then Commitment or Survey and not objected to by Purchaser or subsequently waived by Purchaser shall be deemed to have accepted all matters of record identified in the Title Report, and all such matters shall be deemed a permitted exception (“Permitted Exceptions.” If Exception”). Seller shall notify Purchaser delivers an Objection Notice of Seller’s decision not to Seller, then cure any Title Defect within three (3) Business Days following days after receipt of such Objection Notice (“Seller Response Period”)Purchaser’s Notice; provided, however, Seller shall remove monetary liens relating to borrowed funds or other liens securing indebtedness of an ascertainable amount and mechanic or materialmen’s liens, if any. Seller’s failure to respond shall be deemed a decision by Seller not to cure any Title Defect other than monetary liens as provided in the preceding sentence. Within five (5) days of Seller’s election not to cure certain Title Defects, Purchaser may deliver (i) elect to waive such Title Defects or (ii) terminate this Agreement in which event Purchaser written notice that Seller has elected in its sole and absolute discretion to remove any, all or none shall receive a return of the objections identified in Initial Deposit and, if applicable, the Objection Notice (the “Objection Response”). Notwithstanding the foregoing, Purchaser shall not be obligated to object to any title encumbrances that can be removed solely by the payment of money, such as mortgages or statutory liensAdditional Deposit, and Seller all interest accrued thereon. Purchaser’s failure to respond shall convey title to the Property free and clear of any such encumbrances at Closing, additionally, in no event shall any of the foregoing encumbrances be deemed Permitted Exceptionsa decision by Purchaser to waive the Title Defects to which Seller decides not to cure.

Title Defects. 9.1 Purchaser shall have twenty (a) Prior to execution of this Agreement, Seller has provided Purchaser with a current title report with respect to the Property from Escrow Holder, bearing an Effective Date of May 23, 2024 and bearing Order File No. 360424001689 (the “Title Report”). Within thirty (3020) days from receipt of the Effective Date Title Evidence and the Survey (updated and modified, if applicable, to meet the requirements of this AgreementSection 8), respectively, within which to examine each of them. If Purchaser finds title to be defective, Purchaser may deliver to shall, no later than the end of each such twenty (20) day examination period, notify Seller a written notice of any objections to in writing specifying the title Purchaser may have (the “Objection Notice”defect(s), and such objections may be based upon any survey of the Property that Purchaser may elect to obtain. If Purchaser fails to deliver give Seller written notice of any title defect(s) before the Objection Notice expiration of each such twenty (20) day period, the defects shown in a timely manner, then Purchaser the Title Evidence or Survey shall be deemed to have accepted all matters of record identified in the Title Report, and all such matters shall be deemed “Permitted Exceptions.” waived as title objections to closing this transaction. 9.2 If Purchaser delivers an Objection Notice to Seller, then within three (3has given Seller timely written notice of defect(s) Business Days following receipt of such Objection Notice (“Seller Response Period”)and the defect(s) render the title other than as represented in this Agreement, Seller may deliver shall use Seller's best efforts to Purchaser written notice that cause such defects to be cured by the Closing Date. Seller has elected in its sole and absolute discretion agrees to remove anyby payment, all bonding, or none otherwise any lien against the Property capable of removal by the objections identified in the Objection Notice (the “Objection Response”)payment of money or bonding. Notwithstanding the foregoing, Purchaser Seller shall not be obligated to object 3 4 bring suit, if necessary, to cure any other defect; Purchaser, however, shall then have the options described in Section 9.3. At either party's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating any title encumbrances defects. 9.3 If Seller does not eliminate such defects as of the Closing Date as the same may be extended under the preceding sentence, or if any new "title defects" appear from the date of the Title Evidence through the Closing Date, which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is", without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien or other matter that can be removed solely by the payment of moneymoney or bonding, for which credit shall be given Purchaser at the Closing); in such as mortgages event the Closing shall take place ten (10) days after notice of such election, or statutory lienson the Closing Date, and whichever is later; or 9.3.2 Cancel this Agreement, in which event Escrow Agent shall return the Deposit together with all interest earned on it to Purchaser; upon such return of the Deposit, both parties shall be released from all further obligations under this Agreement, unless such defects were caused by Seller's willful act or willful omission, in which event Seller shall convey title remain liable to Purchaser for damages caused by the Property free and clear of any such encumbrances at Closing, additionally, in no event shall any of the foregoing encumbrances be deemed Permitted Exceptionsdefects. 10.

Title Defects. (a) Prior to execution Buyer shall notify Seller of this Agreement, Seller has provided Purchaser with a current title report with respect to the Property from Escrow Holder, bearing an Effective Date of May 23, 2024 and bearing Order File No. 360424001689 (the “Title Report”). Within thirty (30) any Encumbrances or Survey matters Buyer reasonably finds objectionable within 30 days after receipt of the Effective Date of this Agreement, Purchaser may deliver to Seller a written notice of any objections to title Purchaser may have (the “Objection Notice”), and such objections may be based upon any survey Commitment or within 30 days after receipt of the Property that Purchaser Survey as the case may elect to obtain. If Purchaser fails to deliver the Objection Notice in a timely manner, then Purchaser shall be deemed to have accepted all matters of record identified in the Title Report, and all such matters shall be deemed “Permitted Exceptions.” If Purchaser delivers an Objection Notice to Seller, then within three (3) Business Days following receipt of such Objection Notice (“Seller Response Period”), Seller may deliver to Purchaser written notice that Seller has elected in its sole and absolute discretion to remove any, all or none of the objections identified in the Objection Notice (the “Objection Response”). Notwithstanding the foregoing, Purchaser shall not be obligated to object to any title encumbrances that can be removed solely by the payment of money, such as mortgages or statutory liensbe, and Seller shall convey have until Closing to use its reasonable efforts to remove such Encumbrances or cure such Survey matters as are susceptible of being removed or cured (whether by removal of the defect or insuring against the same in the Title Policy) and Seller shall not, however, be required to institute any court action to attempt to remove such objection or objections, nor shall Seller be required to expend any monies in excess of One Thousand Dollars ($1,000.00) to attempt to remove such objection or objections. If Seller does not so remove such Encumbrances or cure such Survey matters, then Buyer shall have the option of either (i) waiving its objection(s) and completing this transaction and accepting such title as Seller is able to convey, without reduction of the Purchase Price (unless such Encumbrances are liens or encumbrances for ascertainable amounts, in which event the amounts thereof shall be deducted from the Purchase Price), or (ii) terminating this Contract, in which event neither party shall have any further obligation to the Property free other hereunder. Any Encumbrance not objected to by Buyer, or initially objected to but later accepted by Buyer, along with easements, reservations and clear restrictions of any such encumbrances at Closingrecord, additionallytaxes, in no event shall any and assessments, general and special, not then due and payable, zoning laws, rights of the foregoing encumbrances public in and to any parts of the Land in streets, roads and alleys shall be deemed a “Permitted ExceptionsException.”