Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below.
Appears in 6 contracts
Samples: Purchase Option Agreement (Preferred Apartment Communities Inc), Purchase Option Agreement (Preferred Apartment Communities Inc), Purchase Option Agreement (Preferred Apartment Communities Inc)
Title Examination. Within thirty (30) days after Purchaser’s exercise As of the Optiondate hereof, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from has ordered a title company acceptable to Purchaser report (the “Title CompanyReport”), setting forth the status of title to ) from Title Company for the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have until the continuing right thirtieth (30th) day following the Effective Date (the “Initial Objection Period”), to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give provide Seller with written notice of its objection to any title exceptions stated therein (each an “Initial Objection”). All matters shown in the Title Objections appearing of record, or otherwise created, after Report with respect to which Purchaser fails to object prior to the effective date expiration of the initial Title Commitment and being revealed by any title examinationInitial Objection Period shall be deemed “Permitted Exceptions”; provided, Survey or investigation of the Propertyhowever, Permitted Exceptions shall not include, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at remove, (i) any mechanic’s lien or before Closing all any monetary lien (except for taxes and special assessments not yet due and payable) which encumber the Property and arise by through or under Seller, or (ii) any mortgages, deeds of trust, deeds to secure debtdebt or similar instruments which encumber the Property (“Must Cure Objections”). Notwithstanding anything to the contrary contained herein, judgments liensSeller shall have no obligations to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser’s Initial Objections other than Must Cure Objections. In the event Seller is unable or unwilling to eliminate or modify all of Purchaser’s Initial Objections to the reasonable satisfaction of Purchaser (other than Must Cure Objections), mechanics and materialmanSeller shall so advise Purchaser in writing within five (5) Business Days after Seller receives Purchaser’s liens, and other monetary liens against the Property, whether or not Purchaser objects theretoInitial Objections, and Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller on or prior to the expiration of the Due Diligence Period; in which event, the Deposit will be returned to Purchaser, and no party hereunder shall credit have any remaining obligations other than in connection with obligations expressly surviving hereunder. If any matter arises that was not previously disclosed in the cost to cureTitle Report or on the survey (as same may have been updated), satisfy, release and remove such matters against the Purchase Price provided the same is actually paid discovered by Purchaser or by the Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits and is added to such Title Report by the Title Company at or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing, Purchaser shall have five (5) Business Days (and the Closing Date shall be extended, if necessary) after Purchaser’s receipt of such updated Title Report showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not remove or cure New Objections prior to the Closing Date, as may be extended, Purchaser may either (a) terminate this Agreement upon which termination, Purchaser shall receive a return of the Deposit and with the exception of those obligations which expressly survive the termination of this Agreement, neither party shall have any further liability to the other hereunder, or (b) waive such New Objections, as applicable, and accept such title as Seller is able to convey without adjustment to the Purchase Price; provided, however, that any easements or encumbrances that are taken by eminent domain Seller shall be governed by the terms of Section 5 immediately belowremain obligated to cure Must Cure Objections despite such waiver.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Condor Hospitality Trust, Inc.), Purchase and Sale Agreement (Condor Hospitality Trust, Inc.), Purchase and Sale Agreement (Condor Hospitality Trust, Inc.)
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaserobtain a commitment for an owner’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status policy of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property insurance (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said issued by First American Title Commitment Insurance Company (the “Exception DocumentsTitle Company”). If Not later than thirty (30) days prior to the Title Commitment and/or Updated expiration of the Inspection Period, Purchaser shall notify Seller in writing of any exceptions to title, including any matters of survey disclosed in the Survey reveals any exception(s) to title (as defined in Section 7.5 below), to which Purchaser objects (a the “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted EncumbrancesObjections”), which notice shall be accompanied by a copy of the title commitment and copies of all recorded exceptions noted therein. Any exceptions to title disclosed in the Title Commitment to which Purchaser may does not object shall be deemed accepted by Purchaser and shall constitute Permitted Title Exceptions hereunder. Within ten (10) Business Days after receipt of such notice, Seller shall notify Seller Purchaser in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remediedObjections, or provision satisfactory to Purchaser made thereforif any, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated it agrees to cure or remove at or before Closing (“Seller’s Cure Notice”). Notwithstanding anything herein to the contrary, at or before Closing, Seller shall (i) pay in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property; (ii) release or cause to be released any mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against debt or similar instruments which encumber the Property; and (iii) cancel or cause to be cancelled and discharged (1) any mechanics’, contractors’ or similar liens which encumber the Property as of the date of Closing and arise by, through or under Seller; and (2) any, judgment liens which encumber the Property and arise by, through or under Seller (the matters referenced in the foregoing clauses (i) through and including (iii) are collectively referred to herein as “Monetary Liens”), regardless of whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalfMonetary Liens. In addition, Seller no event shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowa Monetary Lien constitute a Permitted Title Exception hereunder.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Notes Live, Inc.), Purchase and Sale Agreement (Fresh Vine Wine, Inc.)
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtainuntil April 27, at Purchaser’s expense, a current survey of the Property 2012 (the “Updated Survey”"Title Exam Deadline") and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser notify Seller in writing (the “"Title Company”Notice") which exceptions to title (including matters disclosed by the Existing Survey or the Survey), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating will not be accepted by Purchaser. Any exception to title or matter disclosed in the Property (the “Title Commitment”), including legible copies of all encumbrancesthe Existing Survey, restrictive covenants and other documents evidencing exceptions or the Survey to said which Purchaser does not object by the Title Commitment Exam Deadline shall be deemed Permitted Exceptions (the “Exception Documents”as defined in Section 2.4 hereof). If Purchaser gives Seller a Title Notice on or prior to the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelyExam Deadline, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below)obligation, to remedy attempt to remove, satisfy or otherwise cure any such exceptions or matters identified in such Title Objection(s) during Notice, except for the twenty Must Removes (20) day period following Seller’s receipt thereof (the “Cure Period”as hereinafter defined). Purchaser Within two (2) business days after receipt of Purchaser's Title Notice ("Seller's Notice Period"), Seller shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, to Purchaser stating either (a) that Seller will remove such objectionable exceptions or otherwise created, after matters from title on or before the effective date of Closing (as defined in Section 4.1 hereof); provided that Seller may extend the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser Closing Date (as defined in Section 4.1 hereof) for such period as shall be entitled required to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the righteffect such cure, but not the obligation beyond thirty (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (2030) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrancesdays; or (b) that Seller elects not to cause such objectionable exceptions or matters to be removed. If Seller fails to give written notice of its election within Seller's Notice Period, Seller shall be deemed to have elected not to attempt to cure the exceptions or matters objected to in such Title Notice. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 4.6(e) hereof) or an endorsement thereto (in a form reasonably acceptable to Purchaser) insuring Purchaser against any title exception or matter which was properly objected to by Purchaser in a Title Notice pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives Purchaser notice under clause (b) above, then Purchaser shall have the right to terminate this Agreement by upon written notice to Seller given within five (5) business days after the expiration of the Seller's Notice Period, and in which event, immediately upon receipt of said such event the Deposit shall be promptly returned to Purchaser. If Seller gives Purchaser notice under clause (b) above or fails to give Purchaser such a notice, and Purchaser fails to terminate this Agreement on or prior to the expiration of the Inspection Period, then such objectionable exceptions or matters will be deemed to constitute Permitted Exceptions, except for any Must Removes. If this Agreement is terminated pursuant to the foregoing provisions of this Section 2.2, then neither party shall terminatehave any further rights or obligations hereunder (except for those obligations of a party that expressly survive the termination of this Agreement), the Deposit shall be null returned to Purchaser and void and of no further force or effecteach party shall bear its own costs incurred hereunder. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure foregoing or remove at anything in Sections 2.3 or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement 2.4 to the contrary, (a) any "Must Removes" (as defined below) shall not be Permitted Exceptions hereunder (and Purchaser shall not be required to notify Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below.its
Appears in 2 contracts
Samples: Sale Agreement (Atlas Financial Holdings, Inc.), Sale Agreement (Atlas Financial Holdings, Inc.)
Title Examination. Within thirty Purchaser shall notify Seller in writing (30the "Title Notice") prior to the expiration of the Title Inspection Period which exceptions to title (including survey matters), if any, will not be accepted by Purchaser. If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title by the expiration of the Title Inspection Period, Purchaser shall be deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have two (2) business days after Purchaser’s exercise receipt of the OptionTitle Notice to notify Purchaser of either of the following: (a) that Seller will remove such objectionable exceptions from title on or before the Closing; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to notify Purchaser within such two-business-day period, then Seller shall be deemed to have made an election under the foregoing clause (b). Notwithstanding the foregoing or any other provision of this Agreement, all monetary obligations disclosed in the PTR are to be satisfied by Seller. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 2.5 hereof) or an endorsement thereto insuring Purchaser against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have three (3) business days after the right date of such notice in which to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to notify Seller that Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection will nevertheless proceed with the closing purchase in accordance with the provisions of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Property subject to said uncured Title Objections such exceptions, or that Purchaser elects will terminate this Agreement. Purchaser's failure to acceptrespond within such three-business-day period shall be deemed an election to terminate this Agreement. If, despite Seller's election to eliminate any disapproved exception under clause (a) above, the exception has not been eliminated on or before the Closing, Purchaser, at its option and any Title Objection accepted by Purchaser sole discretion, may either: (a) elect in writing shall become part of to waive its prior disapproval; (b) if the Permitted Encumbrancesexception represents a monetary obligation, instruct Escrow Holder to deduct from Seller's proceeds hereunder the amount necessary to satisfy the obligation and thereby eliminate the exception; or (bc) terminate treat the failure to eliminate the exception as a failure of a contingency under this Agreement by written notice to SellerAgreement, in which event, immediately upon receipt of said notice, event the Escrow shall be cancelled and this Agreement shall terminatebe terminated. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, be null then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit, and void and of no further force or effect. Notwithstanding the foregoingOption Deposit, Seller, at Seller’s sole cost and expenseif any, shall be obligated returned to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics Purchaser and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser each party shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at bear its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowown costs incurred hereunder.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (BioMed Realty Trust Inc), Purchase and Sale Agreement (Illumina Inc)
Title Examination. Within thirty Buyer shall have a period of ten (3010) days after Purchaser’s exercise of from date on which it has received the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for and the Property from a title company acceptable UCC Certificate (collectively, referred to Purchaser (as the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title ObjectionEvidence”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right which to have such title examination and Title Commitments updated from time to time, Evidence examined and to obtain updates to the Survey, and to give furnish Seller written notice of any objections to the requirements or title exceptions set forth in the Title Commitment (“Buyer’s Title Objections appearing Notice”).
(a) If Buyer fails to provide its required Title Objections Notice with respect to any title exception within the time allowed, then Buyer shall be deemed to have waived objection to such title exception. Seller, upon receipt of recordBuyer’s Title Objection Notice, shall have ten (10) days, or otherwise createdsuch additional time as may be agreed to in writing by Seller and Buyer, after the effective date in which to attempt to cure and satisfy all unwaived objections and deliver written notice to Buyer (“Seller’s Title Objections Response”) of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser Seller’s election either (i) to take such action as shall be entitled required to object cause the Title Company to remove Buyer’s objectionable items prior to the Closing or (in the same manner as set forth hereinaboveii) to matters shown by the updated Title Commitments refrain from removing one or updated Survey or investigationsmore of such Buyer objectionable items. Seller shall have the right, but not the obligation (except as set forth below), Seller’s failure to remedy those deliver Seller’s Title Objections identified Response within the time allowed shall constitute an election by Purchaser Seller not to the satisfaction cure Buyer’s objectionable items.
(b) If Seller notifies Buyer that it elects to do anything other than unconditionally cure all of Purchaser within twenty (20) days after PurchaserBuyer’s notice. If any of the Title Objections are not so cured or remediedtitle objections, or provision satisfactory to Purchaser made thereforthen, prior to any closing date selected by Purchaser, then Purchaser, at its election, Buyer shall have the right and option either (i) to either: (a) agree to accept title to the Property subject to said uncured Title Objections any of Buyer’s objectionable items that Purchaser elects to accept, and any Title Objection accepted will not be cured by Purchaser in writing shall become part of the Permitted Encumbrances; Seller or (bii) to terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowAgreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Addvantage Technologies Group Inc), Purchase and Sale Agreement (Addvantage Technologies Group Inc)
Title Examination. Within thirty five (305) days after Purchaserthe Effective Date, Seller shall deliver to Buyer copies of any and all title policies, surveys and title exception documents that are within Seller’s exercise of possession or control. During the OptionExamination Period, Purchaser shall have the right to obtainBuyer shall, at PurchaserBuyer’s expense, cause a current survey title examination to be made of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title Property. Prior to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing expiration of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelyExamination Period, the “Permitted Encumbrances”), Purchaser may Buyer shall notify Seller in writing of any and all title or survey defects to which Buyer objects, and Seller shall have fifteen (15) days after receipt of said notice to cure said noticed title or survey defects and exceptions, or agree to cure them in a manner reasonably acceptable to Buyer prior to Closing; provided that it would like Seller shall have no obligation to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), agree to remedy or cure any such Title Objection(sdefect or exception. For the avoidance of doubt, Buyer may so object to any title or survey matter affecting the Property in its Buyer’s sole discretion (regardless of whether such matter is included within the definition of “Permitted Exceptions” herein). If Seller does not cure such title or survey defects or exceptions, or agree to cure them in a manner reasonably acceptable to Buyer prior to Closing, within fifteen (15) during the twenty (20) day period following days after Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to timeof notice thereof, and to obtain updates to the Survey, and to give Seller Buyer may terminate this Contract by giving written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object Seller within five (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (205) days after Purchaser’s notice. If any the expiration of such fifteen (15) day period, and receive a return of the Title Objections are not Xxxxxxx Money (notwithstanding that the Examination Period may have expired) as its sole remedy. Failure to so cured notify Seller of such title or remediedsurvey defects and exceptions shall constitute a waiver by Buyer of any right to object to any title or survey defects or exceptions disclosed by, or provision satisfactory to Purchaser made thereforof record at the time of, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right Buyer’s title and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to acceptsurvey examination, and any Title Objection accepted by Purchaser in writing all such title or survey defects and exceptions shall become part of the be deemed to be Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effectExceptions. Notwithstanding the foregoing, Seller, at Seller’s sole cost Seller and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds Buyer agree that any monetary lien on the Property (including the deed of trust, deeds to secure debt, judgments liens, mechanics and materialman’s lienstrust encumbering the Property in favor of Fifth Third) is not a Permitted Exception, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, that Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances cause the Property to be placed on or granted with respect released from any such lien at Closing. If Buyer is to purchase title insurance, the insuring company must be licensed to do business in the state in which the Property is located. Title to the PropertyProperty must be insurable at regular rates, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except subject only to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost standard exceptions and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowPermitted Exceptions.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Global Growth Trust, Inc.)
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, order a current survey of the Property title report (the “Updated Survey”"Title Report") and an ALTA from Title Commitment Company for the Property from a title company acceptable to Purchaser within five (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s5) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing days of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”)date hereof. Purchaser shall have until the continuing right thirtieth (30th) day following the Effective Date (the "Initial Objection Period"), to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give provide Seller with written notice of its objection to any title exceptions stated therein (each an "Initial Objection"). All matters shown in the Title Objections appearing of record, or otherwise created, after Report with respect to which Purchaser fails to object prior to the effective date expiration of the initial Title Commitment and being revealed by any title examinationInitial Objection Period shall be deemed "Permitted Exceptions"; provided, Survey or investigation of the Propertyhowever, Permitted Exceptions shall not include, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at remove, (i) any mechanic's lien or before Closing all any monetary lien (except for taxes and special assessments not yet due and payable) which encumber the Property and arise by through or under Seller, or (ii) any mortgages, deeds of trust, deeds to secure debtdebt or similar instruments which encumber the Property ("Must Cure Objections"). Notwithstanding anything to the contrary contained herein, judgments liensSeller shall have no obligations to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's Initial Objections other than Must Cure Objections. In the event Seller is unable or unwilling to eliminate or modify all of Purchaser's Initial Objections to the reasonable satisfaction of Purchaser (other than Must Cure Objections), mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Seller shall so advise Purchaser objects theretoin writing within five (5) Business Days after Seller receives Purchaser's Initial Objections, and Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller on or prior to the expiration of the Due Diligence Period; in which event, the Deposit will be returned to Purchaser, and no party hereunder shall credit have any remaining obligations other than in connection with obligations expressly surviving hereunder. If any matter arises that was not previously disclosed in the cost to cureTitle Report or on the survey (as same may have been updated), satisfy, release and remove such matters against the Purchase Price provided the same is actually paid discovered by Purchaser or by the Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits and is added to such Title Report by the Title Company at or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing, Purchaser shall have five (5) Business Days (and the Closing Date shall be extended, if necessary) after Purchaser's receipt of such updated Title Report showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a "New Objection", and collectively, the "New Objections"). If Seller does not remove or cure New Objections prior to the Closing Date, as may be extended, Purchaser may either (a) terminate this Agreement upon which termination, Purchaser shall receive a return of the Deposit and with the exception of those obligations which expressly survive the termination of this Agreement, neither party shall have any further liability to the other hereunder, or (b) waive such New Objections, as applicable, and accept such title as Seller is able to convey without adjustment to the Purchase Price; provided, however, that any easements or encumbrances that are taken by eminent domain Seller shall be governed by the terms of Section 5 immediately belowremain obligated to cure Must Cure Objections despite such waiver.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Condor Hospitality Trust, Inc.)
Title Examination. Within thirty (30) days after Purchaser’s exercise The Purchaser shall have until the expiration of the OptionRequisition Period to examine the title to the Property, to satisfy itself that there are no outstanding municipal work orders, deficiency notices, orders, directives, orders of non-compliance or other requirements in connection with the Property, to satisfy itself that the present use of the Property may be lawfully continued. If within such Requisition Period, any valid objection to title (other than a Permitted Encumbrance) or to any outstanding work order, deficiency notice, order, directive, notice of non-compliance or other requirement in connection with the Property or to the fact that the present use may not be lawfully continued (including legal non-conforming use, if applicable) is made in writing to the Vendor and which the Vendor is unable to remove, remedy or satisfy and which the Purchaser will not waive, then this Agreement, notwithstanding any intermediate acts or negotiations in respect of such objections, shall be at an end. Save as to any valid objections so made prior to the expiration of the Requisition Period and except for any objection going to the root of the title to the Property, the Purchaser shall be conclusively deemed to have accepted the Vendor's title to the Property, provided that the Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey make further objections arising out of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions or in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice respect of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept registration against title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part after the expiration of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effectRequisition Period but before the Real Estate Closing. Notwithstanding the foregoing, Sellerfor greater certainty, at Seller’s sole cost the parties acknowledge and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against agree that the Property, whether or not Purchaser objects thereto, and Purchaser shall credit not be entitled to requisition nor shall the cost Vendor be responsible or liable to curesatisfy any requisition resulting from or in any way caused by or connected with, satisfydirectly or indirectly, release the Interim Lease, nor the Purchaser's use and remove such matters against occupation of the Purchase Price provided Property and operation of the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect Business therefrom pursuant to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowInterim Lease.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Tarpon Industries, Inc.), Real Estate Purchase Agreement (Tarpon Industries, Inc.)
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title ObjectionsSURVEYS
8.3.1. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Propertydeliver, and Purchaser shall be entitled required to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser accept only such title to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory Real Property as Seller is obligated to deliver to Purchaser made thereforpursuant to this Agreement and as Purchaser's title company (which shall be a nationally recognized, prior to any closing date reputable title insurance company selected by Purchaser) (the "Title Company"), then shall be willing to insure at regular rates, under its customary form of owner's policy, but with such customary endorsements attached and exceptions deleted as are reasonably requested by Purchaser, at its election, shall have the right and option subject only to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice . Prior to Sellerthe Closing Date, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, SellerPurchaser shall, at Seller’s Purchaser's sole cost and expense, order from the Title Company a commitment for title insurance for each parcel of the Real Property. Upon receipt of each such commitment, Purchaser shall be obligated deliver a copy to cure or remove at or before Seller, together with a statement of those exceptions listed thereon which are not Permitted Encumbrances ("Required Deletions"), which Seller shall forthwith undertake, with due diligence, to eliminate.
8.3.2. If Seller has not been able to eliminate the Required Deletions by the Closing all mortgagesDate, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Seller shall give Purchaser objects theretoNotice thereof, and Purchaser may thereafter terminate this Agreement by Notice given to Seller. No such right of termination shall credit exist if Purchaser shall reasonably under the cost circumstances be able to cureobtain title insurance as provided in this Section 8.3 and at similar rates from another title insurer that satisfies the conditions of Section 8.3.1 (including the elimination of the Required Deletions) and which title insurer and title insurance is otherwise reasonably acceptable to Purchaser; PROVIDED that Seller shall pay any additional costs and expenses, satisfyif any, release and remove such matters against the Purchase Price provided the same is actually paid incurred by Purchaser or in connection with replacing the original Title Company on Seller’s behalfCompany.
8.3.3. In additionAt the Closing, Seller shall not allow any easementsdeliver to the Title Company, liensall customary certificates, leasesaffidavits and other materials reasonably requested by the Title Company as a condition to its issuance of the title policy, licensesincluding, permits or other encumbrances to be placed on or granted without limitation, (i) an affidavit with respect to mechanics' liens certifying that there are no unpaid bills except as included in the Assumed Liabilities for services rendered or materials furnished to the Real Property, nor shall Seller convey any rights in and (ii) a customary agreement indemnifying the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If Title Company against claims for any such prohibited easements, liens, leases, licenses, permits services or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowmaterials.
Appears in 1 contract
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtainTenant shall, at Purchaser’s Tenant's expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property obtain from a title insurance company acceptable to Purchaser selected by Tenant (the “Title Company”), setting forth the status of an owner's title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property insurance commitment (the “Title Commitment”), including ) together with legible copies of all encumbrances, restrictive covenants and other documents evidencing matters referred to therein as exceptions to said Title Commitment (title. On or before the “Exception Documents”). If end of the Title Commitment and/or Updated Survey reveals Inspection Period, Tenant shall deliver to Landlord a statement of any exception(s) reasonable objections to Landlord's title to which Purchaser objects (a “Title Objection”) the Property and is(are) not either (i) listed any objections as title exceptions in to matters disclosed by the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelySurvey, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller and Landlord shall have the right, but a reasonable time after Landlord's receipt of such statement (not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the exceed twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser days) within which to cure any such objections unless such objections cannot be cured within 20 days, in which case Landlord shall have a reasonable amount of time. Landlord shall use commercially reasonable efforts to cure such objections. In the continuing right event that Landlord fails to have cure such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser objections within such twenty (20) days after Purchaser’s notice. If any of or the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchasersaid reasonable period, then PurchaserTenant shall elect, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to SellerLandlord, in which eventto either
(i) terminate this Option, immediately upon receipt of said notice, this Agreement and thereafter the Option shall terminate, be null and void and of no further force or effecteffect with neither Tenant nor Landlord having any further rights, duties, liabilities or obligations to the other by reason hereof,, or (ii) waive such objections and consummate the transaction contemplated herein without adjustment of consideration. Notwithstanding the foregoingIf Tenant does not provide Landlord written notice of Tenant's election as above provided, Seller, at Seller’s sole cost and expense, then Tenant shall be obligated deemed to cure or remove at or before Closing all mortgages, deeds of trust, deeds have elected to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against terminate the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price Option as provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documentsaforesaid item (i). If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below.ELECTRONICALLY FILED - 2020 Jun 29 9:24 AM - GREENVILLE - COMMON PLEAS - CASE#2020CP2300012
Appears in 1 contract
Samples: Asset Transfer Agreement
Title Examination. Within thirty Buyer shall have ten (3010) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title CompanyExamination Period”)) after the receipt of the last of (i) the Title Commitments, setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including ii) legible copies of all encumbrances, restrictive covenants instruments referred to in Schedules B and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If C of each of the Title Commitment and/or Updated Survey reveals any exception(sCommitments and (iii) the Surveys, to title notify Sellers, in writing, of such objections as Buyer may have to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions anything contained in the title insurance policy and/or survey obtained by Seller Title Commitments or the Surveys, other than a Permitted Encumbrance. In the event Buyer shall notify Sellers of an objection to anything contained in connection with the closing Title Commitments or Survey, other than a Permitted Encumbrance, prior to the expiration of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelyTitle Examination Period, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller Sellers shall have ten (10) days from the rightreceipt of such notice, but not the obligation (except or such greater period of time as set forth below), may be mutually acceptable to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof Buyer and Sellers (the “Cure Period”), within which Sellers shall use all commercially reasonable efforts to cure or remove such objection. Purchaser shall have the continuing right to have such title examination If one or more objection(s) constitute a Significant Title Defect and Title Commitments updated from time to time, and to obtain updates cannot be or is not cured by Sellers to the Survey, reasonable satisfaction of Buyer and the Title Company prior to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date expiration of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by PurchaserCure Period, then PurchaserBuyer may, at its electionelection in its sole discretion, shall have the right and option to eitherin writing: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (bA) terminate this Agreement without further obligation or liability by giving written notice of termination to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, Sellers at Seller’s sole cost and expense, shall be obligated to cure or remove at any time on or before Closing all mortgages, deeds of trust, deeds the End Date; (B) offer to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against acquire the Purchased Property, whether or not Purchaser objects theretoincluding the portion affected by the Significant Title Defect, and Purchaser shall credit the cost subject to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowthis Agreement, but at a reduced Purchase Price offered by Buyer, which offer Sellers may accept or reject in their sole discretion; or (C) acquire the Purchased Property, including the portion affected by the Significant Title Defect, without adjustment to the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Delek US Holdings, Inc.)
Title Examination. Within thirty (30a) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property obtain from a title company acceptable licensed to Purchaser do business in the Commonwealth of Massachusetts ("TITLE COMPANY") a commitment for a title insurance policy and, in connection therewith, shall cause title to the “Property to be searched and examined by the Title Company”), and shall request that the Title Company deliver directly to Seller's counsel copies of the Title Company's report, the tax and departmental searches and the survey reading and any updates or continuations thereof and any supplements thereto. No later than February 7, 2000, Purchaser shall deliver to Seller a written statement setting forth any liens or encumbrances affecting, or other defects in or objections to, title to the status Property disclosed by such materials other than Permitted Title Exceptions ("ADDITIONAL EXCEPTIONS"). The failure by Purchaser to deliver any statement required by the immediately preceding sentence within the time period specified therefor, or to include any matter in any such statement which was delivered by Purchaser within the time period specified therefor, shall constitute a waiver by Purchaser of any and all Additional Exceptions which may be, or should have been, disclosed by the materials to be covered by such statement and such Additional Exceptions shall be deemed Permitted Title Exceptions as if fully set forth in EXHIBIT C hereto. Notwithstanding any of the foregoing to the contrary, (i) Seller shall be required to discharge prior to the Closing (or deliver at the Closing instruments sufficient, upon filing with the Land Court, to discharge such matters from title to the Property)_ all title encumbrances evidencing monetary indebtedness of Seller, including without limitation a mortgage, assignment of leases and rents and uniform commercial code financing statements from Seller in favor of Pacific Life Insurance Company ("FINANCIAL ENCUMBRANCES"), and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating (ii) Seller shall exercise reasonable efforts to discharge prior to the Property Closing all other title encumbrances which do not constitute Permitted Title Exceptions, provided however that with respect to the discharge of matters referenced in this clause (the “Title Commitment”ii), including legible copies Seller's "reasonable efforts" shall not be deemed to require Seller to bring any legal action or proceeding or otherwise incur expenses in excess of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”)$250,000. If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either All such matters described in clauses (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or and (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any preceding sentence which first became record title examinationmatters after January 2, Survey or investigation of the Property2000, and Purchaser also shall constitute "ADDITIONAL EXCEPTIONS."
(b) Seller shall be entitled to object reasonable adjournments of the Closing during which Seller shall attempt to remove Additional Exceptions in accordance with SECTION 10(a). If for any reason, despite Seller's efforts consistent with the preceding sentence, Seller is unable, despite the exercise of reasonable efforts, to remove any Additional Exception (other than Financial Encumbrances or Additional Exceptions voluntarily entered into by Seller in violation of this Agreement, which Seller shall remove), as of the same manner Closing Date, as set forth hereinabovesuch date may be adjourned pursuant to this SECTION 10(b), Seller shall so notify Purchaser. If such notice is given by Seller, Purchaser shall elect (i) to matters shown terminate this Agreement by giving notice to Seller, in which event the updated Title Commitments provisions of SECTION 13(b) shall apply or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), ii) to remedy those Title Objections identified by Purchaser to the satisfaction perform all of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right 's obligations hereunder and option to either: (a) accept title to the Property subject to said such uncured Title Objections that Purchaser elects to accept, and Additional Exceptions without any Title Objection accepted by Purchaser in writing shall become abatement of the Purchase Price or liability on the part of Seller. Purchaser shall make its election between clauses (i) and (ii) of the Permitted Encumbrances; or (b) terminate this Agreement immediately preceding sentence by written notice to SellerSeller given not later than 5:00 P.M. on the fifth Business Day after the giving of the notice by Seller of its inability or unwillingness to remove such Additional Exceptions. If Purchaser shall fail or refuse to give such written notice as aforesaid, in it shall be deemed to have elected clause (ii) above and the Closing shall take place on the Closing Date.
(c) At Purchaser's reasonable request, Seller agrees to exercise reasonable efforts (which event, immediately upon receipt shall not require the expenditure of said notice, any funds other than minimal legal or consultants' fees) during the pendency of this Agreement shall terminateto obtain (i) from Polaroid Corporation and MMS Winter Street, be null and void and L.L.C. an acknowledgement or release to the effect that there are no ongoing obligations on the part of no further force or effect. Notwithstanding Seller (or, following the foregoingClosing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted Purchaser) with respect to the PropertyPolaroid Utility Easement, nor shall Seller convey any rights Polaroid Driveway Easement and Common Drainage Easement encumbering Lots 8 and 10 as shown on the "Survey of Lot 9 in Waltham, Massachusetts" prepared by Xxxxxxxxx Engineering Associates, Inc. for Xxxx Xxxxxxxxx Properties, Inc. dated March 11, 1999 and (ii) certificates from the Property, without the prior written consent of Purchaser, except other parties to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If contracts regarding any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision outstanding obligation of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowSeller.
Appears in 1 contract
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser Buyer shall have the right to obtain, at Purchaser’s expense, notify Seller in a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser reasonably detailed writing (the “Title CompanyObjection Notice”), setting forth the status of title ) prior to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other expiration of the Title Contingency Period which exceptions to title (including survey matters), if any, relating will not be accepted by Buyer and the specific reasonable grounds for disapproval thereof. Any exception to the Property (the “Title Commitment”)title, including legible copies of all encumbrances, restrictive covenants and encumbrance or other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If matter which is disclosed in the Title Commitment and/or Updated Survey reveals Contingency Items, any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the New Survey, and to give Seller written notice of or any Title Objections appearing of recordother materials delivered or made available to, or otherwise createdobtained by, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser Buyer prior to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any expiration of the Title Objections are not so cured or remediedContingency Period, or provision satisfactory and which Buyer fails to Purchaser made therefor, disapprove prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part expiration of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, Title Contingency Period shall be obligated deemed conclusively to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid have been approved by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to ClosingBuyer; provided, however, that notwithstanding the foregoing, Buyer shall have until the earlier to occur of seven (7) days after (i) receipt of any easements New Survey, or encumbrances (ii) the expiration of the Title Contingency Period (the “Updated Survey Contingency Deadline”) to object to any matter that are taken is disclosed on such New Survey that (x) was not disclosed by eminent domain the Existing Survey or any other materials obtained by or made available to Buyer prior to the expiration of the Title Contingency Period, (y) was not known to Buyer prior to the expiration of the Title Contingency Period and (z) would have a material adverse effect on the value or utility of the Property to which it pertains. If Buyer delivers any Title Objection Notice to Seller, then Seller shall have five (5) Business Days after receipt of the Title Objection Notice to notify Buyer in writing that Seller either (i) will remove such objectionable exception or matter from title or survey on or before the Closing (provided that Seller may, at the time of Seller’s notice of its election to Buyer, request to extend the Closing for such period as shall be governed reasonably required to effect such cure, but not beyond thirty (30) days, in which case Buyer shall be required to either extend the Closing as so requested or revoke Buyer’s notice with respect to such exception from title, and upon any such revocation the parties hereto shall thereafter proceed to Closing without any extension therefor), or (ii) elects not to cause such objection to be removed (a “Non-Removal Notice”). If Seller fails to notify Buyer of its election within said five (5) Business Day period, then Seller shall be deemed to have delivered a Non-Removal Notice as to that exception. The procurement by Seller, at no additional cost to Buyer, of a commitment for the terms issuance of the Title Policy (as defined below) or an endorsement thereto reasonably satisfactory to Buyer and insuring Buyer against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. Any updates to any Existing Surveys or New Surveys necessitated by Seller’s cure of any title objection shall be Buyer’s sole responsibility, both as to performance and payment of costs therefor. If Seller gives (or is deemed to have given) Buyer a Non-Removal Notice, then Buyer shall have until the date that is five (5) Business Days after the date that Seller shall have given (or be deemed to have given) the Non-Removal Notice to notify Seller in writing that Buyer elects to either (A) nevertheless proceed with the purchase and take title to the Properties subject to such exceptions, or (B) terminate this Agreement with respect to all, but not less than all, of the Properties, in which event the provisions of Section 5 immediately below3.6 below shall apply. If Buyer fails to notify Seller in writing, of its election on or prior to the expiration of such five (5) Business Day period, then Buyer shall be deemed to have elected to proceed with the purchase and take title to the Properties subject to such exceptions without any reduction in the Purchase Price. The operation of the notice and approval provisions of this Section 2.2 shall extend the Title Contingency Period only as to those matters which Buyer has disapproved as of the original expiration of the Title Contingency Period and only until such time as Buyer has either approved (or is deemed to have approved) the condition of title to the Real Properties, or elected to terminate this Agreement in accordance with the provisions hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Medical Properties Trust Inc)
Title Examination. Within thirty twenty (3020) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty ten (2010) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below.ten
Appears in 1 contract
Samples: Purchase Option Agreement (Preferred Apartment Communities Inc)
Title Examination. Within thirty During the period (30hereinafter referred to as the “Title Inspection Period”) days beginning upon the Effective Date, and ending at 5:00 p.m. (local time in the time zone in which the Property is located) on the date that is the later of (i) the tenth (10th) day after PurchaserXxxxx’s exercise receipt of both the Survey and the Title Commitment, or (ii) the fifth (5th) business day prior to expiration of the OptionInspection Period (as defined in Section 3.4), Purchaser shall have the right to obtain, at Purchaser’s expense, Buyer may give Seller a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser notice (the “Title CompanyNotice”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other ) identifying those matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If appearing in the Title Commitment and/or Updated or Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions Buyer objects. Buyer shall be conclusively deemed to have accepted any matter appearing in the title insurance policy and/or survey obtained by Title Commitment or Survey unless Xxxxx gives notice to Seller in connection with the closing writing of its objection to such matters prior to expiration of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Title Inspection Period. If Xxxxx gives notice to Seller in writing that it would like Seller Buyer objects to cure or remove such Title Objections. any exception to title, then Seller shall have the right, but not the obligation five (except as set forth below), to remedy or cure any such Title Objection(s5) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) business days after Purchaser’s notice. If any receipt of the Title Objections are not so cured or remedied, or provision satisfactory Notice to Purchaser made therefor, prior give notice to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: Buyer stating (a) accept that Seller will remove such objectionable matter(s) from title on or before the Closing or (b) that Seller elects not to cause such matter(s) to be removed. If Seller does not timely give notice to Buyer that it will remove a matter to which Xxxxx has objected, then Seller shall be deemed to have given notice of its election not to cause such matter to be removed. If Seller elects or is deemed to elect not to remove any matter to which Buyer has timely objected, and Xxxxx shall fail to give notice to Seller, within five (5) business days after the giving of Seller’s notice, of Xxxxx’s election to proceed with the purchase and take title to the Property subject to said uncured Title Objections that Purchaser elects such matters as Seller shall have elected not to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said noticeremove, this Agreement shall terminate, in which case neither party shall have any further rights or obligations hereunder (except for any obligations of either party which expressly survive the termination of this Agreement pursuant to the other provisions of this Agreement), the Deposit shall be null returned to Buyer and void and of no further force or effecteach party shall bear its own costs incurred hereunder. Notwithstanding the foregoingany contrary provision contained in this Agreement, Seller, at Seller’s sole cost and expense, Seller shall be obligated to cure discharge or remove release at or before Closing all mortgagesof the following title matters, deeds which shall not constitute Permitted Exceptions: (x) any mortgage, deed of trust, deeds judgment lien, mechanic’s lien, tax lien, or similar lien against the Property that can be discharged by the payment of money, (y) all title exceptions relating to secure debtSeller’s existence, judgments liens, mechanics formation and materialman’s liensauthority to carry out the transactions contemplated by this Agreement, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other (z) all encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise arising after the Effective Date, notwithstanding any other term Date unless caused by Buyer or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken approved by eminent domain shall be governed by the terms of Section 5 immediately belowXxxxx in writing.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Examination. Within thirty Buyer shall notify Seller in a ----------------- reasonably detailed writing (30the "Title Notice") days after Purchaser’s exercise prior to the expiration of the Option, Purchaser shall have the right ------------ Contingency Period which exceptions to obtain, at Purchaser’s expense, a current title (including survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”matters), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating will not be accepted by Buyer and the specific reasonable grounds for disapproval thereof. Any exception to title which Buyer fails to disapprove prior to the Property expiration of the Contingency Period shall be deemed conclusively to have been approved by Buyer. If Buyer notifies Seller in writing that Buyer objects to an exception to title, then Seller shall have five (5) business days after receipt of the “Title Commitment”)Notice to notify Buyer that Seller either (a) will remove such objectionable exception from title on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to effect such cure, including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions but not beyond fifteen (15) days; or (b) elects not to said Title Commitment cause such exception to be removed (the “Exception Documents”a "Non-Removal Notice"). If Seller fails to ------------------ notify Buyer of its election within said five (5) day period, then Seller shall be deemed to have delivered a Non-Removal Notice as to that exception. The procurement by Seller of a commitment for the issuance of the Title Commitment and/or Updated Survey reveals Policy or an endorsement thereto reasonably satisfactory to Buyer and insuring Buyer against any exception(s) title exception which was disapproved pursuant to title to which Purchaser objects (this Section 2.2 shall be deemed a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained cure by Seller in connection with the closing of the Mezzanine Loan and/or such disapproval. If Seller gives (iior is deemed to have given) permitted by this Agreement Buyer a Non-Removal Notice, then Buyer shall have two (collectively, the “Permitted Encumbrances”), Purchaser may 2) business days within which to notify Seller in writing that it would like Seller Buyer elects to cure or remove such Title Objections. Seller shall have either (i) nevertheless proceed with the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination purchase and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Property Properties subject to said uncured Title Objections that Purchaser elects to acceptsuch exceptions, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (bii) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect pursuant to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms provisions of Section 5 immediately below.3.5
Appears in 1 contract
Title Examination. Within thirty (30a) days after Purchaser’s exercise Following execution of the Optionthis Agreement, Purchaser Buyer shall have the right to obtain, at Purchaser’s expense, obtain and review (i) a current commitment from Chicago Title Insurance Company ("TITLE COMPANY") (together with legible copies of all matters affecting title disclosed thereby) for issuance of an ALTA standard coverage owner's policy of title insurance covering the Owned Real Property and, provided Buyer satisfies any other Title Company requirements for the issuance thereof, an ALTA "extended coverage" supplemental report or reports for the Owned Real Property (collectively, the "TITLE COMMITMENT") and (ii) a new or updated ALTA survey of the Owned Real Property (the “Updated Survey”) and an ALTA "REAL ESTATE SURVEYS"). Buyer shall bear the cost of the Real Estate Surveys, if Buyer elects to obtain the same. Buyer agrees to provide copies to Sellers of any Title Commitment for the Property from a title company acceptable to Purchaser or Real Estate Surveys obtained by Buyer.
(b) Buyer shall notify Beneficial Owners in writing (the “"TITLE NOTICE") prior to the day which is twenty (20) business days following the receipt of the later of (x) the Title Company”Commitment or (y) Sellers' most recent survey for each of the Acquired Facilities (hereinafter referred to as the "TITLE INSPECTION PERIOD"), setting forth which exceptions to title (including survey matters), if any, will not be accepted by Buyer. If Buyer fails to notify Beneficial Owners in writing of any exceptions to title by the status expiration of the Title Inspection Period, then Buyer shall be deemed to have approved the condition of title to the Owned Real Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating . If Buyer notifies Beneficial Owners in writing that Buyer objects to any exceptions to title prior to the Property (the “Title Commitment”), including legible copies expiration of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(sInspection Period, then Sellers shall have five (5) days after receipt of the Title Notice to title to which Purchaser objects (a “Title Objection”) and is(are) not either notify Buyer in writing (i) listed as that Sellers will remove such objectionable exceptions from title exceptions in on or before the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or Closing; or (ii) permitted that Sellers elect not to cause such exceptions to be removed. If Sellers fail to notify Buyer in writing of their election within said five (5) day period, Sellers shall be deemed to have elected not to cause such exception to be cured. The procurement by Sellers of a commitment for the issuance of the Title Policy (as defined in Section 1.6(e) hereof) or an endorsement thereto satisfactory to Buyer and insuring Buyer against any title exception which was disapproved pursuant to this Agreement Section 1.6(b) shall be deemed a cure by Sellers of such disapproval. If Sellers give Buyer notice under clause (collectivelyii) above, the “Permitted Encumbrances”), Purchaser may then Buyer shall have five (5) days within which to notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have Buyer will either nevertheless proceed with the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination purchase and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Owned Real Property subject to said uncured Title Objections such exceptions, or that Purchaser elects Buyer will terminate this Agreement. If this Agreement is terminated pursuant to acceptthe foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit and any Title Objection accepted by Purchaser all interest thereon shall be returned to Buyer and each party shall bear its own costs incurred hereunder. If Buyer fails to notify Seller in writing of its election within said five (5) day period, then Buyer shall become part of be deemed to have elected to proceed with the Permitted Encumbrances; or (b) terminate this Agreement by written notice purchase and take title to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effectthe Owned Real Property subject to such exceptions. Notwithstanding the foregoing, SellerBuyer need not disapprove any monetary lien representing monies owed, as Seller hereby agrees to cause all such monetary liens (other than non-delinquent ad valorem real estate taxes and assessments) to be removed at or prior to Closing and no such monetary liens shall be deemed Permitted Encumbrances.
(c) PRE-CLOSING "GAP" TITLE DEFECTS. Buyer may, at Seller’s sole cost and expenseor prior to Closing, shall be obligated notify Beneficial Owners in writing (the "GAP NOTICE") of any objections to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against title (a) raised by the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to changes in title between the Property, nor shall Seller convey any rights expiration of the Title Inspection Period and the Closing and (b) title defects that are not of record and not disclosed by the Title Company or otherwise disclosed to Buyer in the Property, without the writing prior written consent of Purchaser, except to the extent expressly permitted, or consented expiration of the Title Inspection Period. Buyer must notify Beneficial Owners of such objection to in writing by Purchaser under title within five (5) days of receiving written notice of the Mezzanine Loan Documentsexistence of such exception. If any Buyer sends a Gap Notice to Beneficial Owners, then Buyer and Sellers shall have the same rights and obligations with respect to such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement notice as apply to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of a Title Notice under Section 5 immediately below1.6(b) hereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hospitality Nursing Gp LLC)
Title Examination. Within thirty (30i) days after Purchaser’s exercise Prior to the Effective Date, Buyer has received (A) the Title Reports from the Title Insurer; (B) the Surveys, (C) a zoning report for each Property, prepared by a nationally recognized zoning company, including a copy of the Optionapplicable certificate of occupancy and letter from the applicable municipality confirming no uncured building code, Purchaser shall have the right to obtainfire code or other code violations exist (each a “Zoning Report” and, at Purchaser’s expense, a current survey of the Property (collectively the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title CompanyZoning Reports”), setting forth the status of title (D) a phase I environmental site assessment with respect to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the each Property (the each, an “Title Commitment”)Environmental Report” and, including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted EncumbrancesEnvironmental Reports”) and (E) a property condition report with respect to each Property (each, a “PCR” and, collectively, the “PCRs”).
(ii) If at any time after the Effective Date but before the Closing, any update to the Title Report or Survey discloses any additional item which was not disclosed on any version of or update to a Title Report or Survey delivered to Buyer previously (each a “New Exception”), Purchaser may Buyer shall have a period of two (2) Business Days from the date of its receipt of such update (the “New Exception Review Period”) to review and notify Seller in writing that it would like Seller of Buyer’s acceptance or disapproval of the New Exception. If no such notice is provided, such New Exception will be deemed to cure or remove have been accepted by Buyer, in which event such Title ObjectionsNew Exception shall be a Permitted Exception. If Buyer timely disapproves of the New Exception, Seller shall have the right, but not the obligation notify Buyer in writing within two (except as set forth below), to remedy or cure any such Title Objection(s2) during the twenty (20) day period following SellerBusiness Days after receipt of Buyer’s receipt thereof notice of disapproval (the “Cure Seller New Exception Response Period”) whether it is willing to remove or otherwise cure the New Exception. If Seller fails to deliver a response notice to Buyer within the Seller New Exception Response Period, Seller shall be deemed to have elected not to remove or otherwise cure the New Exception. If Buyer is dissatisfied with Seller’s response, or lack thereof, Buyer may, as its exclusive remedy, elect, upon written notice to Seller within two (2) Business Days after receipt of Seller’s response (or within two (2) Business Days of the expiration of the Seller New Exception Response Period, if Seller does not respond) (as applicable, the “Buyer New Exception Response Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title terminate this Agreement with respect to any Property to which such New Exception relates upon written notice to Seller and receive an immediate refund of a portion of the Xxxxxxx Money equal to the sum of Allocated Deposit Amount for each such Property for which this Agreement is terminated (without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller), in which event neither party hereto shall have any further rights or obligations under this Agreement with respect to such Property or Properties except for any obligations that survive the Closing or earlier termination of this Agreement and the Closing shall occur in accordance with the terms of this Agreement, except (I) the Property to be acquired shall not include such portion of the Property to the extent it relates to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate Properties for which this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below.terminated and
Appears in 1 contract
Title Examination. Seller shall convey to Purchaser at Closing (i) fee simple title to the Property subject to any matters identified on Schedule B, Section 2 of any owner's title insurance policy delivered to Purchaser as part of the Due Diligence Documents and any other items reasonably approved by Purchaser during the Inspection Period (the "PERMITTED TITLE EXCEPTIONS"). Purchaser, at Purchaser's expense, shall obtain an ALTA title commitment for the Property (the "TITLE COMMITMENT") issued by a nationally recognized and reputable title insurance company (the "TITLE INSURER"). Purchaser may object to any item, exception or other matter shown on the Title Commitment or Survey (hereinafter defined in Section 7) (the "TITLE OBJECTIONS"). On or before two (2) business days prior to the expiration of the Inspection Period (the "OBJECTION PERIOD"). Purchaser shall notify Seller of any Title Objection, which notice shall be accompanied by a copy of the Title Commitment and Survey and any other materials which evidence or disclose such objections to title. In the event that Purchaser fails to notify Seller of Title Objections before the expiration of the Objection Period, then notwithstanding any other provisions set forth herein, such failure to notify Seller timely shall constitute a waiver of such right to object to any such defects and this Agreement shall remain in full force and effect in accordance with its terms. Within two (2) business days following Seller's receipt of Purchaser's timely Title Objections, Seller shall notify Purchaser in writing whether or not it shall cure any of such Title Objections "SELLER'S CURE NOTICE"). If Seller notifies Purchaser that Seller does not intend to cure a Title Objection, Purchaser shall have the option of (i) accepting the conveyance of the Property subject to such Title Objection, or (ii) terminating this Agreement by providing written notice to Purchaser within two (2) business days following receipt of Seller's Cure Notice. Unless Purchaser shall elect to terminate this Agreement in accordance with the preceding sentence, such Title Objections shall be deemed to be Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser may object to any matters of title which are reflected in any updated Title Commitment obtained by Purchaser, provided that any such matter was not shown on the original date of the Title Commitment. Seller shall have until the latter of the Closing Date or the date which is thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s 's receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections (in which case the Closing Date may be extended by Seller to accommodate such cure period), to correct any Title Objections which Seller shall have agreed to cure in Seller's Cure Notice, but Seller shall only be required to expend such money and take such other actions as may be necessary to satisfy and cause to be released of record at the Closing any Title Objections that are not so cured in the nature of a lien or remediedother encumbrance to secure the payment of money, or provision satisfactory that arose through the actions of Seller (a "MONETARY LIEN"). If Seller shall have failed to Purchaser made therefor, prior cure any Title Objections that it affirmatively agreed to any closing date selected cure within the time allowed by Purchaserthis Section 6.1, then Purchaser, at its electionoption exercised by written notice may:
6.1.1 terminate this Agreement and, if terminated prior to the expiration of the Inspection Period, receive a refund of its Xxxxxxx Money; or
6.1.2 waive such Title Objections and proceed to close the purchase and sale of the Property.
6.1.3 Seller shall have no obligation to cure any Title Objection(s) that are not Monetary Liens. If Seller notifies Purchaser that Seller does not intend to attempt to cure any Title Objection; or if, having commenced attempts to cure any Title Objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, within five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the right and option to either: (a) accept title to conveyance of the Property subject to said uncured Title Objections that Purchaser elects to accept, and any such Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) to terminate this Agreement by written notice pursuant to Seller, in which event, immediately upon receipt of said notice, Section 6.1.1 above. If this Agreement shall terminateis terminated pursuant to Section 6.1.1, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, both parties shall be obligated to cure or remove at or before Closing released from all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics liabilities and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser obligations under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement and Escrow Agent shall refund the Xxxxxxx Money to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowPurchaser.
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Inland Western Retail Real Estate Trust Inc)
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtainTenant shall, at Purchaser’s Tenant's expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property obtain from a title insurance company acceptable to Purchaser selected by Tenant (the “Title Company”), setting forth the status of an owner's title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property insurance commitment (the “Title Commitment”), including ) together with legible copies of all encumbrances, restrictive covenants and other documents evidencing matters referred to therein as exceptions to said Title Commitment (title. On or before the “Exception Documents”). If end of the Title Commitment and/or Updated Survey reveals Inspection Period, Tenant shall deliver to Landlord a statement of any exception(s) reasonable objections to Landlord's title to which Purchaser objects (a “Title Objection”) the Property and is(are) not either (i) listed any objections as title exceptions in to matters disclosed by the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelySurvey, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller and Landlord shall have the right, but a reasonable time after Landlord's receipt of such statement (not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the exceed twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser days) within which to cure any such objections unless such objections cannot be cured within 20 days, in which case Landlord shall have a reasonable amount of time. Landlord shall use commercially reasonable efforts to cure such objections. In the continuing right event that Landlord fails to have cure such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser objections within such twenty (20) days after Purchaser’s notice. If any of or the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchasersaid reasonable period, then PurchaserTenant shall elect, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to SellerLandlord, in which eventto either
(i) terminate this Option, immediately upon receipt of said notice, this Agreement and thereafter the Option shall terminate, be null and void and of no further force or effecteffect with neither Tenant nor Landlord having any further rights, duties, liabilities or obligations to the other by reason hereof,, or (ii) waive such objections and consummate the transaction contemplated herein without adjustment of consideration. Notwithstanding the foregoingIf Tenant does not provide Landlord written notice of Tenant's election as above provided, Seller, at Seller’s sole cost and expense, then Tenant shall be obligated deemed to cure or remove at or before Closing all mortgages, deeds of trust, deeds have elected to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against terminate the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price Option as provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documentsaforesaid item (i). If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below.ELECTRONICALLY FILED - 2020 Feb 14 2:23 PM - GREENVILLE - COMMON PLEAS - CASE#2020CP2300012
Appears in 1 contract
Samples: Asset Transfer Agreement
Title Examination. Within thirty As soon as practical after the Effective Date, Seller shall deliver to Buyer (30i) a commitment for owner’s policy of title insurance, dated within sixty (60) days after Purchaser’s exercise of the OptionEffective Date, Purchaser shall have the right with respect to obtain, at Purchaser’s expenseeach Property (each, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (Report” and, collectively, the “Title CompanyReports”) from the Title Insurer, (ii) a survey of each Property, prepared by a licensed professional surveyor in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title Surveys as adopted by the American Land Title Association, the American Congress on Surveying and Mapping and the National Society of Professional Surveyors, including customary Table A items, dated within ninety (90) days of the Effective Date (each, a “Survey” and, collectively, the “Surveys”), setting forth (iii) a zoning report of each Property, dated within sixty (60) days of the status Effective Date, prepared by a nationally-recognized zoning company, including a copy of title the applicable certificate of occupancy and letter from the applicable municipality confirming no uncured building code, fire code or other code violations exist (each, a “Zoning Report” and, collectively, the “Zoning Reports”). Prior to the Propertyexpiration of the Due Diligence Period, and showing all liensBuyer may obtain (I) a phase I environmental site assessment with respect to any Property (each, claimsan “Environmental Report” and, encumbrancescollectively, reservationsthe “Environmental Reports”), restrictions and other matters, if any, relating (II) a property condition report with respect to the Property (the “Title Commitment”)each, including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (PCR” and, collectively, the “Permitted EncumbrancesPCRs”), Purchaser (III) an updated or new Survey for the Property. Buyer may furnish to Seller, on or prior to the date that is five (5) business days after receipt of the Title Reports and the Surveys, a statement (the “Initial Objection Letter”) specifying any defects in the Title Reports and/or the Surveys (the “Objections”); provided that, for the avoidance of doubt, Buyer shall not be obligated to object to any Must Cure Items (which Seller shall be obligated to cure). Seller shall notify Buyer within three (3) business days after receipt of the Initial Objection Letter whether Seller in writing that it would like Seller will elect to cure or remove such Title the Objections. If Seller does not respond within said three (3) business day period, Seller shall be deemed to have elected not to cure the Objections. If Seller does not elect (or is deemed to not elect) to cure any Objections, Buyer shall have the right, but by notice given to Seller and Title Insurer within two (2) business days after receipt of Seller’s notice (or within two (2) business days of the expiration of Seller’s three (3) business day response period, if Seller does not the obligation (except as set forth belowrespond), either to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to waive such Objections and proceed with the Property subject to said uncured Title transactions contemplated by this Agreement, in which event such Objections that Purchaser elects to acceptshall be Permitted Exceptions, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to SellerAgreement, in which eventevent the Xxxxxxx Money shall be returned to Buyer and neither party shall have any obligations or liabilities hereunder except those that expressly survive termination of this Agreement. If Buyer fails to elect to terminate this Agreement by notice given to Seller within said two (2) business day period, immediately upon then Buyer shall be conclusively deemed to have elected to waive such Objections. If Buyer fails to deliver the Initial Objection Letter to Seller prior to the date that is five (5) business days after receipt of said noticethe Title Reports and the Surveys, this Agreement then Buyer shall terminatebe deemed to have waived its right to object to any defect set forth in the Title Reports and Surveys; provided that, for the avoidance of doubt, Buyer shall not be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, obligated to object to any Must Cure Items (which Seller shall be obligated to cure). If at any time after the delivery of the Initial Objection Letter there is any update to any Title Report or Survey that discloses any additional item which was not disclosed on any version of or update to a Title Report or Survey delivered to Buyer previously (the “New Exception”), Buyer shall have a period of five (5) business days from the date of its receipt of such update (the “New Exception Review Period”) to review and notify Seller in writing of Buyer’s approval or disapproval of the New Exception, or if no such notice is provided, such New Exception will be deemed to have been waived, in which event such New Exception shall be a Permitted Exception. If Buyer disapproves of the New Exception, Seller may, in its sole discretion, notify Buyer as to whether it is willing to cure or remove at or before Closing all mortgages, deeds the New Exception. If Seller fails to deliver a notice to Buyer within three (3) business days after the expiration of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In additionNew Exception Review Period, Seller shall be deemed to have elected not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted cure the New Exception. If Buyer is dissatisfied with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permittedSeller’s response, or consented lack thereof, Buyer may, as its exclusive remedy, elect, upon written notice to Seller two (2) business days after receipt of Seller’s response (or within two (2) business days of the expiration of Seller’s three (3) business day response period, if Seller does not respond), either: (a) to terminate this Agreement, in writing by Purchaser under which event the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain Xxxxxxx Money shall be governed paid to Buyer, or (b) to waive the New Exception and proceed with the transactions contemplated by the terms of Section 5 immediately below.this Agreement, in which event such New Exception shall be a Permitted
Appears in 1 contract
Title Examination. Within thirty a. Purchaser shall obtain a title report for the Property and not later than ten (3010) days after Purchaser’s exercise the Effective Date of this Agreement (the Option“Title Review Period”) shall notify Seller in writing of any title matters listed in such title commitment which are not Permitted Encumbrances and of which Purchaser disapproves. In the event Seller fails to cure any such defects or other matters (except as provided below) before any Closing, or if Seller notifies Purchaser that it has elected not to cure the defects or matters, Purchaser shall have the right to obtain, may (i) cure such defects at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by terminate this Agreement Agreement, in which case the parties hereto shall be relieved of any further liability and/or obligation hereunder except for those liabilities and obligations which specifically survive termination hereunder, or (collectively, iii) withdraw its objections and proceed to Closing with such title as Seller may convey. If Purchaser gives Seller no such written notice on or before the “Permitted Encumbrances”)end of the Title Review Period, Purchaser may notify Seller in writing that it would like Seller shall be deemed to cure or remove such Title Objectionshave accepted title as reflected on Purchaser’s title commitment as marketable and suitable for Purchaser’s intended use and possession. Seller shall have the rightIn addition, but not the obligation (except as set forth below), to remedy or cure at any such Title Objection(s) time during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to timeterm of this Agreement, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shallobtain, at its sole cost and expense, curea current survey of the Property, satisfyand Purchaser shall have fifteen (15) days after receipt of any such survey to deliver written notice to Seller of any matters reflected on the survey which are not Permitted Encumbrances and of which Purchaser disapproves, release and remove the same rights and obligations as set forth in this subsection 5.02a shall apply to any objections made by Purchaser to matters reflected on the survey.
b. Notwithstanding the foregoing, Purchaser acknowledges that until each Closing, the title commitment may reflect certain standard exceptions (including but not limited to the exception for unfiled mechanics’ liens, the exception for defects, liens, encumbrances, adverse claims or other matters, if any, created after the date of the commitment but before the date title to the applicable Lot vests in Purchaser, the exception for rights of parties in possession, and the exception for any mortgages encumbering the Property). Seller shall take such actions as may be reasonably necessary to cause such exceptions to be removed (to the extent related to matters prior to each Closing; provided, however, that any easements or encumbrances that are taken by eminent domain ) as of the time of each Closing. It shall be governed by a condition precedent to Purchaser’s obligation to proceed to Closing that such exceptions be removed at or prior to the terms of Section 5 immediately belowsubject Closing.
Appears in 1 contract
Samples: Lot Purchase Agreement (Stanley-Martin Communities, LLC)
Title Examination. Within thirty Buyer shall have a period of ten (3010) days after Purchaser’s exercise of from date on which it has received the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for and the Property from a title company acceptable UCC Certificate (collectively, referred to Purchaser (as the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title ObjectionEvidence”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right which to have such title examination and Title Commitments updated from time to time, Evidence examined and to obtain updates to the Survey, and to give furnish Seller written notice of any objections to the requirements or title exceptions set forth in the Title Commitment (“Buyer’s Title Objections appearing Notice”).
i. If Buyer fails to provide its required Title Objections Notice with respect to any title exception within the time allowed, then Buyer shall be deemed to have waived objection to such title exception. Seller, upon receipt of recordBuyer’s Title Objection Notice, shall have ten (10) days, or otherwise createdsuch additional time as may be agreed to in writing by Seller and Buyer, after the effective date in which to attempt to cure and satisfy all unwaived objections and deliver written notice to Buyer (“Seller’s Title Objections Response”) of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser Seller’s election either (i) to take such action as shall be entitled required to object cause the Title Company to remove Buyer’s objectionable items prior to the Closing or (in the same manner as set forth hereinaboveii) to matters shown by the updated Title Commitments refrain from removing one or updated Survey or investigationsmore of such Buyer objectionable items. Seller shall have the right, but not the obligation (except as set forth below), Seller’s failure to remedy those deliver Seller’s Title Objections identified Response within the time allowed shall constitute an election by Purchaser Seller not to the satisfaction of Purchaser within twenty (20) days after Purchasercure Buyer’s noticeobjectionable items.
ii. If any Seller notifies Buyer that it elects to do anything other than unconditionally cure all of the Title Objections are not so cured or remediedBuyer’s title objections, or provision satisfactory to Purchaser made thereforthen, prior to any closing date selected by Purchaser, then Purchaser, at its election, Buyer shall have the right and option either (i) to either: (a) agree to accept title to the Property subject to said uncured Title Objections any of Buyer’s objectionable items that Purchaser elects to accept, and any Title Objection accepted will not be cured by Purchaser in writing shall become part of the Permitted Encumbrances; Seller or (bii) to terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Addvantage Technologies Group Inc)
Title Examination. Within thirty For purposes of this Agreement, “good and marketable fee simple title” shall mean such title as is insurable by a title insurance company licensed to do business in Georgia, under its standard form of ALTA Owner’s Policy of Title Insurance, 1992 Form B, at its standard rates, subject only to the Permitted Exceptions (30defined below). Fee simple title to the Property shall be conveyed to Purchaser by Seller pursuant to a limited warranty deed executed and delivered by Seller at the Closing subject to the following (collectively, the “Permitted Title Exceptions”): (a) days after taxes for the year in which the Closing shall occur, the payment of which Purchaser shall assume at the Closing, subject to the provisions of this Agreement; (b) any and all zoning ordinances, rules and regulations; (c) those matters set forth in the Title Commitment (defined below) to be obtained by Purchaser pursuant to the terms of this Agreement, with the exception of those objections as set forth in Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, Title Notice (defined below); (d) all matters shown by a current survey of the Property Property, with the exception of those objections as set forth in Purchaser’s Title Notice (defined below) to the “Updated Survey”extent Seller has elected to cure same; and (e) other matters as disclosed in this Agreement. At Closing, Seller shall also execute usual and an ALTA Title Commitment for customary documents to facilitate the closing of the transaction, including without limitation, settlement statements and seller’s affidavits. Purchaser agrees to cause a title examination of the Property from to be conducted by a title company mutually acceptable to both Purchaser and Seller (the “Title Company”), setting forth ) and to cause such title company to issue an owner’s title commitment for the status benefit of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property Purchaser on its standard form of ALTA Form B owner's policy (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals discloses any exception(s) to defects in title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed or objections, as title exceptions determined in the title insurance policy and/or survey obtained by Seller in connection with the closing sole discretion of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”)Purchaser or Purchaser’s lender, Purchaser may shall notify Seller in writing of such defects or objections no later than the end of Inspection Period ("Purchaser's Title Notice"). Within five (5) days after receipt of Purchaser’s Title Notice, Seller shall deliver to Purchaser a written notice specifying which, if any, items contained in Purchaser’s Title Notice Seller shall cure prior to or at Closing (the “Seller’s Cure Notice”). Notwithstanding anything contained herein, Seller shall have no obligation or duty to cure any title objection(s) other than those items that it would like Seller agrees to cure in Seller’s Cure Notice. In the event Seller is unable to cure or remove such unwilling to cure all objections raised in Purchaser’s Title Objections. Seller shall have the rightNotice, but not the obligation Purchaser's only remedy is (except as set forth below)i) within two (2) business days after receipt of Seller’s Cure Notice, to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written as provided herein and receive, within five (5) days of delivery of such termination notice and with or without consent of the Seller, the return of the Xxxxxxx Money, including all interest thereon, less $100.00 which shall be paid over to Seller, in which eventor (ii) to waive such objection and close the transaction contemplated by this Agreement. Seller is to pay for title examination. At closing, immediately upon receipt of said notice, this Agreement purchaser shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit reimburse seller for the cost to cure, satisfy, release and remove such matters against of the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowtitle examination.
Appears in 1 contract
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have until the right later of the following dates to obtain, at Purchaser’s expense, a current survey of examine title to the Property (the “Updated SurveyTitle Due Diligence Period”): (i) and an ALTA Title Commitment for the Property from a title company acceptable expiration of the Due Diligence Period, or (ii) ten (10) days following the delivery to Purchaser and Purchaser’s counsel (Xxxx & Xxxxxx LLP) of (A) a current title commitment for an Owner’s Title Insurance Policy, naming Purchaser as the proposed insured, with an effective date not earlier than November 29, 2007, issued by Lawyers Title Insurance Corporation (the “Title Company”), setting forth the status and copies of all title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property exceptions noted thereon (the “Title Commitment”); and (B) a current (dated not earlier than December 17, including legible copies 2007) ALTA survey of all encumbrances, restrictive covenants the Property sufficient in form and other documents evidencing exceptions substance to said enable the Title Commitment Company to remove its standard survey exception (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure PeriodSurvey”). Purchaser shall have the continuing right to have such title examination object, in its sole and absolute discretion, to any exceptions to the Title Commitments updated from time Commitment, or to time, and to obtain updates to any matter shown on the Survey, other than the standard pre-printed exceptions set forth in the Title Commitment and to give Seller the Permitted Exceptions defined in Section 1.39 (other than those described in Section 1.39(viii)) by giving written notice to Seller and the Title Company no later than the expiration of any the Title Objections appearing Due Diligence Period, stating the matters to which Purchaser objects and the reasons therefor. If Purchaser fails to timely provide such written objection, then Purchaser shall be deemed to have approved all matters affecting title to the Land and the Survey as of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by or the Survey, as applicable. If Purchaser so objects to any matter affecting title or the Survey, then Seller shall within ten (10) days deliver notice to Purchaser as to whether Seller will endeavor to cure or remove any one or more of the objections. If Seller elects to endeavor to cure or remove any title examinationobjection or Survey matter, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have until the rightClosing Date to endeavor to cure or remove such title objection or Survey matter. For purposes of this Agreement, but not the obligation (except as set forth below)term “cure” shall include, to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any without limitation, either of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected following actions taken by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, Seller at Seller’s sole cost and expense, shall be obligated : (a) “bonding off” any lien of ascertainable value or posting a letter of credit in connection therewith; or (b) obtaining an appropriate endorsement to Purchaser’s title policy and/or title commitment for the Property that reasonably protects Purchaser from an objection. If Seller does not elect to cure or remove at all of Purchaser’s objections or before if Seller is unable to cure Purchaser’s objections by the Closing all mortgagesDate, deeds Purchaser will have the right by delivery of trust, deeds written notice to secure debt, judgments liens, mechanics Seller to either (A) waive its objections and materialman’s liens, and other monetary liens against purchase the Property, whether or not Purchaser objects thereto, and Purchaser shall credit Property without any reduction in the cost to cure, satisfy, release and remove such matters against the Cash Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted claim for indemnity with respect to said objection or (B) terminate this Agreement and to receive a return of the Property, nor Deposit in accordance with Section 3.3(a)(ii) hereof. Seller shall Seller convey have no liability to Purchaser for any rights defects in or objections to title or the Property, without the prior written consent of Purchaser, except Survey or for failure to the extent expressly permitted, cure or consented to in writing by Purchaser under the Mezzanine Loan Documents. If remove any such prohibited easements, liens, leases, licenses, permits defects or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowobjections.
Appears in 1 contract
Title Examination. Within Purchaser shall notify Seller in writing (the “Title Notice”) prior to the expiration of the Title/Survey Review Period which exceptions to title (including survey matters), if any, will not be accepted by Purchaser. If Purchaser fails to notify Seller in writing of its disapproval of any matter disclosed in the Title Commitment or the Survey by the expiration of the Title/Survey Review Period, Purchaser shall be deemed to have approved such matter. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have three (3) business days after receipt of the Title Notice to notify Purchaser (a) that Seller will remove such objectionable exceptions from title on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond thirty (30) days after Purchaser’s exercise days; or (b) that Seller elects not to cause such exceptions to be removed. The procurement by Seller of a commitment for the issuance of the OptionTitle Policy (as defined in Schedule 4.6 hereof) without a title exception which was disapproved pursuant to this Section 2.2, or with an endorsement reasonably acceptable to Purchaser insuring over such matter, shall be deemed a cure by Seller of such disapproval. If Seller gives Purchaser notice under clause (b) above, or if Seller fails give Purchaser notice under clause (a) or (b) above with respect to any objectionable exception within the foregoing three (3) business day period, Purchaser shall have the right two (2) business days in which to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to notify Seller that Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection will nevertheless proceed with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination purchase and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Property subject to said uncured Title Objections such exceptions, or that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) will terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, Agreement. If this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect terminated pursuant to the Propertyforegoing provisions of this paragraph, nor then neither party shall Seller convey have any further rights in or obligations hereunder (except for those obligations of either party that expressly survive the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision termination of this Agreement pursuant to the contraryother provisions of this Agreement), Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain the Deposit shall be governed by returned to Purchaser and each party shall bear its own costs incurred hereunder. If Purchaser shall fail to notify Seller of its election within said two (2) business day period, Purchaser shall be deemed to have elected to proceed with the terms of Section 5 immediately belowpurchase and take title to the Property subject to such exceptions.
Appears in 1 contract
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, The Purchaser shall have until the right to obtainexpiration of the Study Period, at the Purchaser’s sole expense, to obtain a current survey title examination of the Property (the “Updated Survey”) and an ALTA Title Commitment for owner’s title insurance commitment, in form and substance, and issued by a title insurance company, acceptable to the Purchaser and subject only to those exceptions to title to the Property from a title company acceptable the Purchaser agrees to accept. If the Purchaser (is not satisfied with the “Title Company”), setting forth the status state of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating the Purchaser shall notify the Seller of such title objections in writing prior to the Property expiration of the Study Period. Any such notice shall specify the matter to which the Purchaser objects and the curative action required by the Purchaser (the an “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception DocumentsObjection”). If the Title Commitment and/or Updated Survey reveals Seller does not agree in writing to attempt to cure any exception(s) Objection raised by the Purchaser (which the Seller shall not be obligated to title do), then the Purchaser may terminate this Agreement by providing written notice thereof to the Seller prior to the expiration of the Study Period, in which event the Deposit shall be returned to the Purchaser objects (a “Title Objection”) and is(are) not either neither party shall have any further rights or obligations hereunder, except as expressly provided herein. If (i) listed as title exceptions in the title insurance policy and/or survey obtained by Purchaser fails to so notify the Seller in connection with the closing of the Mezzanine Loan and/or any Objection or (ii) permitted by the Purchaser notifies the Seller of an Objection, the Seller does not agree in writing to attempt to cure such Objection and the Purchaser fails to terminate this Agreement (collectivelyprior to the expiration of the Study Period, then, in either event, the “Permitted Encumbrances”)Purchaser shall be deemed to have waived any such Objection and shall proceed to Closing without any reduction in the Purchase Price, in which event the Property will be conveyed to the Purchaser may notify subject to such Objection. In the event the Seller agrees in writing that it would like Seller to attempt to cure or remove such Title Objections. any Objection, the Seller shall have the rightright to extend the Closing Date for up to sixty (60) calendar days and Closing shall occur on the day that is ten (10) calendar days after the Seller notifies the Purchaser in writing that the Seller has cured the Objection, TIME BEING OF THE ESSENCE. If the Seller undertakes in writing to attempt to cure any Objection but not the obligation Seller is unable or becomes unwilling to incur the expense or other liability required to cure such Objection at or prior to Closing, the Seller shall so notify the Purchaser in writing and the Purchaser’s sole recourse shall be either to (A) terminate this Agreement by providing written notice thereof to the Seller, in which event the Deposit shall be returned to the Purchaser and neither party shall have any further rights or obligations hereunder, except as expressly provided herein, or (B) waive such Objection and proceed to Closing without any reduction in the Purchase Price, in which event the Property will be conveyed to the Purchaser subject to such Objection. For purposes of this Agreement, “Permitted Title Exceptions” shall be all applicable laws including zoning, building ordinances and land use regulations, all easements, restrictions, covenants, agreements, conditions or other matters to which the Purchaser fails to object or that the Purchaser waives pursuant to the terms of this Section 5(b), the restrictive covenants set forth belowin Section 4(e), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination all encroachments and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being other matters that may be revealed by any title examination, Survey a survey or investigation inspection of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown lien of real estate taxes, taxes imposed by the updated Title Commitments or updated Survey or investigations. Seller shall have the rightspecial assessment and water, but not the obligation (except as set forth below)sewer, to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remediedvault, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, public space and other monetary liens against the Property, whether or public charges not Purchaser objects thereto, yet due and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowpayable.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Home Federal Holdings CORP)
Title Examination. Within thirty (30) days Promptly after Purchaser’s exercise of the OptionExecution Date, Seller shall deliver to Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of title insurance commitment for the Property (the “Updated Survey”"Title Commitment") and an ALTA from Escrow Agent, in its capacity as a title insurance company (the "Title Company"), which Title Commitment for shall be certified to a current date and thereafter, if Purchaser does not elect to terminate this Agreement prior to the Property from a title company acceptable expiration of the Inspection Period, updated prior to the Closing Date. On or before the day that is seven (7) business days prior to the expiration of the Inspection Period, Purchaser may notify Seller, in writing (the “Purchaser’s Title CompanyNotice”), setting forth of (i) any matters shown on the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment or Survey (as defined herein) to which Purchaser objects; (ii) any modifications, supplements and/or other modifications of the “Exception Documents”). If legal description, description of exceptions and/or other matters set forth in the Title Commitment and/or Updated Survey reveals Survey; and (iii) any exception(s) endorsement and/or other affirmative title insurance coverage required by Purchaser to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions be included in the Purchaser’s title insurance policy and/or survey obtained by policy. Seller in connection with has no obligation to cure any Title Objection other than the closing Mandatory Cure Items (as defined below). Within three (3) business days after receipt of Purchaser's Title Notice (the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”"Election Date"), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the rightnotify Purchaser, but not the obligation (except as set forth below)in writing, to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after (other than the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinaboveMandatory Cure Items) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated it either refuses to cure or remove at or before Closing all mortgages, deeds is unable to cure in a manner acceptable to Purchaser. The absence of trust, deeds such notice from Seller shall be deemed to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or be Seller's election not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser correct or Title Company on Seller’s behalf. In addition, Seller shall not allow cure any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights objections set forth in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below’s Title Notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Medalist Diversified REIT, Inc.)
Title Examination. Within thirty (30) days after Purchaser’s exercise On or before the expiration of the OptionInspection Period, Purchaser Buyer shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from obtain a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to insurance commitment covering the Property, and showing all liensshall deliver to Seller a written notice of any title objections, claims, encumbrances, reservations, restrictions and other matters, if any, relating to which may be based on the Property survey described in paragraph 8 (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception DocumentsObjection Notice”). If Buyer fails to deliver the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (Objection Notice in a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelytimely manner, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller then Buyer shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right be deemed to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice accepted all matters of any Title Objections appearing record as of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examinationcommitment (or, Survey or investigation if Buyer has failed to obtain a title commitment, as of the Propertylast day of the Inspection Period), and Purchaser all such matters shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigationsdeemed Permitted Encumbrances. Seller shall have the rightmay remedy, but not the obligation (except as set forth below), or agree to remedy those Title Objections identified by Purchaser prior to the Closing, Buyer’s title objections to the reasonable satisfaction of Purchaser Buyer and its title insurer by delivering a notice to that effect (the “Objection Response”) within twenty five (205) days after Purchaser’s noticeits receipt of the Objection Notice. If any Seller does not timely deliver an Objection Response indicating that it will cure or remedy all of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchasertitle objections set forth in the Objection Notice, then PurchaserBuyer, at its electionelection and as its sole and exclusive remedy, shall have the right and option to eithereither to: (a) proceed to Closing, in which case Buyer shall accept title to the Property subject to said uncured Title Objections the objections that Purchaser elects Seller has not agreed to accept, cure or remedy (and any Title Objection accepted by Purchaser in writing such matters shall become part of the be deemed Permitted Encumbrances); or (b) terminate this Agreement by delivery of written notice to Seller within five (5) days after its receipt of the Objection Response, or if no Objection Response has been given by Seller, in which event, immediately upon receipt within ten (10) days after its delivery of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalfObjection Notice. In addition, if Seller shall not allow any easements, liens, leases, licenses, permits delivers an Objection Response but subsequently fails (despite the exercise of commercially reasonable good faith efforts) to cure or other encumbrances remedy all of the title objections that it had obligated itself to be placed on or granted with respect to the Property, nor shall Seller convey any rights do so in the PropertyObjection Response, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shallthen Buyer, at its election and as its sole cost and expenseexclusive remedy, cureshall have the right either to: (y) proceed to Closing, satisfy, release in which case Buyer shall accept title to the Property subject to the objections that Seller has failed to cure or remedy (and remove such matters shall be deemed Permitted Encumbrances); or (z) terminate this Agreement by delivery of written notice to Seller prior to Closing; providedthe Closing Date. Upon any termination by Buyer under this paragraph, however, that any easements or encumbrances that are taken by eminent domain Buyer shall be governed by entitled to receive the terms return of Section 5 immediately belowthe Deposit.
Appears in 1 contract
Title Examination. Within thirty Buyer shall notify Seller in a reasonably detailed writing (30the "Title Notice") days after Purchaser’s exercise prior to the expiration of the Option, Purchaser shall have the right Contingency Period which exceptions to obtain, at Purchaser’s expense, a current title (including survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”matters), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating will not be accepted by Buyer and the specific reasonable grounds for disapproval thereof. Any exception to title, which Buyer fails to disapprove prior to the Property expiration of the Contingency Period, shall be deemed conclusively to have been approved by Buyer. If Buyer notifies Seller in writing that Buyer objects to an exception to title, then Seller shall have five (5) business days after receipt of the “Title Commitment”)Notice to notify Buyer that Seller either (a) will remove such objectionable exception from title on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to effect such cure, including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions but not beyond fifteen (15) days; or (b) elects not to said Title Commitment cause such exception to be removed (the “Exception Documents”a "Non-Removal Notice"). If Seller fails to notify Buyer of its election within said five (5) day period, then Seller shall be deemed to have delivered a Non-Removal Notice as to that exception. The procurement by Seller of a commitment for the issuance of the Title Commitment and/or Updated Survey reveals Policy or an endorsement thereto reasonably satisfactory to Buyer and insuring Buyer against any exception(s) title exception, which was disapproved pursuant to title to which Purchaser objects (this Section 2.2, shall be deemed a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained cure by Seller in connection with the closing of the Mezzanine Loan and/or such disapproval. If Seller gives (iior is deemed to have given) permitted by this Agreement Buyer a Non-Removal Notice, then Buyer shall have two (collectively, the “Permitted Encumbrances”), Purchaser may 2) business days within which to notify Seller in writing that it would like Seller Buyer elects to cure or remove such Title Objections. Seller shall have either (i) nevertheless proceed with the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination purchase and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Property subject to said uncured Title Objections that Purchaser elects to acceptsuch exceptions, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (bii) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect pursuant to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms provisions of Section 5 immediately below.3.3
Appears in 1 contract
Samples: Purchase and Sale Agreement (Income Growth Partners LTD X)
Title Examination. Within thirty (30) days after Purchaser’s exercise of Buyer has ordered prior to the OptionEffective Date, Purchaser shall have the right to obtain, at Purchaser’s expense, and hereby accepts a current survey of the Property title report and commitment in (the “Updated SurveyBaseline Title Report”) and an ALTA from Commonwealth Land Title Commitment for the Property from a title company acceptable to Purchaser Agency, Inc. (the “Title Company”), setting forth the status of title . Prior to the PropertyEffective Date, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either parties reviewed (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or Baseline Title Report, and (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation survey of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser agreed in writing shall become part of as to what exceptions will remain and what exceptions the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effectSeller will remove. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, Seller shall be obligated required to provide the Title Company with a title affidavit substantially in the form and containing the terms set forth on Exhibit B annexed and to cure or remove at on or before Closing all mortgagesClosing, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other any monetary liens created by Seller against the Property, Real Property whether or not Purchaser objects theretoshown on the Baseline Title Report (the “Required Removal Items”). Seller represents that any Required Removal Items will be satisfied at Closing, and Purchaser shall credit that there is sufficient equity in the cost Property to cure, satisfy, release and remove such matters satisfy same. In the event that either (i) a lis pendens has been filed against the Purchase Price provided Property that has not been discharged as of the same is actually paid Closing Date (a “Lis Pendens”), or (ii) an injunction preventing the sale of the Property to Buyer has been issued by Purchaser a court of competent jurisdiction that has not been dissolved or Title Company on Seller’s behalf. In additionvacated (an “Injunction”), Seller then the Buyer shall not allow any easementsbe required to Close until such time as the Lis Pendens or the Injunction has been discharged, liensvacated or dissolved (a “Discharge”), leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements either party may terminate this Agreement if a Discharge has not been issued by a Court of competent jurisdiction within ninety (90) days of the date that the Lis Pendens or encumbrances Injunction was filed. It is specifically understood and agreed by the parties that are taken by eminent domain Buyer shall be governed by the terms of Section 5 immediately belowrequired to Close even if an appeal has been filed, may be filed, or is pending, with respect to an application for an Injunction or a Discharge.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Examination. Within Purchaser shall notify Seller in writing (the "Title Notice"), by not later than 5:00 p.m. (local time at the Property) on the next business day after the expiration of the Title Inspection Period, which exceptions to title (including survey matters), if any, will not be accepted by Purchaser. If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title by the time specified in the preceding sentence, Purchaser shall be deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have five (5) business days after receipt of the Title Notice to notify Purchaser (a) that Seller will remove such objectionable exceptions from title on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond thirty (30) days after Purchaser’s exercise days; or (b) that Seller elects not to cause such exceptions to be removed. The procurement by Seller of a commitment for the issuance of the OptionTitle Policy (as defined in Section 2.5 hereof) or an endorsement thereto insuring Purchaser against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have the right three (3) business days in which to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to notify Seller that Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection will nevertheless proceed with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination purchase and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Property subject to said uncured Title Objections such exceptions, or that Purchaser elects will terminate this Agreement. If this Agreement is terminated pursuant to acceptthe foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, accrued interest thereon shall be obligated returned to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics Purchaser and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and each party shall bear its own costs incurred hereunder. If Purchaser shall credit fail to notify Seller of its election within said three (3) business day period, Purchaser shall be deemed to have elected to proceed with the cost to cure, satisfy, release purchase and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect take title to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except Property subject to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowexceptions.
Appears in 1 contract
Title Examination. (a) Buyer agrees to cause title to the Real Properties to be examined by the Title Company and shall direct the Title Company to deliver copies of the Title Report to Seller's attorney simultaneously with the delivery of same to Buyer. Buyer further agrees that not later than the date upon which the Contingency Period expires, Buyer will furnish to Seller's attorneys a specification in writing (the "Title Report Objection Notice") of any exceptions to title to the Real Properties set forth in the Title Report or identified on any New Survey, which Buyer believes are not covered by the exceptions to title set forth in Section 2.3 hereof and "subject to" which Buyer believes it is not required to accept title. Within thirty five (305) Business Days of receipt of the Title Report Objection Notice, Seller shall advise Buyer in writing whether Seller intends to cure any objections raised in the Title Report Objection Notice, and, if so, Seller shall thereupon promptly proceed to cure such objections. If Seller declines to cure any such objections, then Buyer shall, within three (3) business days of receipt of notice of Seller’s election not to cure, at its option, (i) waive such objection(s) by proceeding to Closing as provided in this Agreement, or (ii) terminate this Agreement in writing, in which event the Deposit shall be returned to Buyer within one (1) Business Day after such termination and each party shall thereupon be released from all further obligations hereunder (except as otherwise provided herein). Except as otherwise provided herein, Buyer's failure to deliver the Title Report Objection Notice to Seller on or prior to the date upon which the Contingency Period expires shall constitute Buyer's irrevocable acceptance of the Title Report and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If, after giving the Title Report Objection Notice to Seller, Buyer learns, through continuation reports or other written evidence, of any title defect(s) which Buyer claims are not covered by Section 2.3 hereof and "subject to" which Buyer believes it is not required to accept title, Buyer shall give written notice thereof to Seller promptly after the date Buyer learns of same (a “Supplemental Objection Notice”) and Buyer shall be deemed to have unconditionally waived any such matters as to which it fails to give such written notice to Seller within five (5) days after Purchaser’s exercise the date Buyer learns of same. Within five (5) Business Days of receipt of the OptionSupplemental Objection Notice, Purchaser Seller shall have advise Buyer in writing whether Seller intends to cure any objections raised in the right Supplemental Objection Notice, and, if so, Seller shall thereupon promptly proceed to obtaincure such objections; provided that in all events, Seller shall be required to cure any items identified in the Supplemental Objection Notice that are intentionally and voluntarily caused, created or consented to by Seller without Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed). If Seller declines to cure any such objections, then Buyer shall, within three (3) business days of receipt of notice of Seller’s election not to cure, at Purchaser’s expenseits option, a current survey (A) waive such objection(s) by proceeding to Closing as provided in this Agreement, or (B) terminate this Agreement in writing, in which event the Deposit shall be returned to Buyer within two (2) Business Days after such termination and each party shall thereupon be released from all further obligations hereunder (except as otherwise specifically provided herein). Notwithstanding anything to the contrary set forth herein, Seller shall be obligated to cure any Must Cure Defects (as defined in Section 2.2(b) below) regardless of whether such Must Cure Defects are raised in the Property (the “Updated Survey”) Title Report Objection Notice or any Supplemental Objection Notice. Buyer and an ALTA Title Commitment for the Property from a title company acceptable Seller each acknowledges and agrees that TIME IS OF THE ESSENCE with respect to Purchaser (the “Title Company”all time periods set forth in this Section 2.2(a), setting forth subject to any cure rights expressly provided to Seller under this Section 2.2.
(b) If, on the status of Closing Date, Seller fails or is unable to convey to Buyer title to the PropertyReal Properties subject to and in accordance with the provisions of this Agreement, and showing all liensSeller shall be entitled, claims, encumbrances, reservations, restrictions and other matters, if any, relating upon written notice delivered to Buyer on or prior to the Property Closing Date, to reasonable adjournments of the Closing one or more times for a period not to exceed sixty (60) days in the “aggregate to enable Seller to convey such title to the Real Properties. The procurement by Buyer of a Title Commitment”), including legible copies Policy (as defined below) or an endorsement thereto insuring Buyer against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of all encumbrances, restrictive covenants and other documents evidencing exceptions such disapproval; provided that the form of such endorsement or coverage is satisfactory to said Title Commitment (the “Exception Documents”)Buyer in its reasonable discretion. If the Title Commitment and/or Updated Survey reveals disapproved title exception is monetary in nature and such endorsement or coverage insures Buyer against collection against the Real Property for such title exception, the form of such endorsement or coverage shall conclusively be deemed approved by Buyer. Any updates to any exception(sExisting Survey(s) or New Survey(s) necessitated by Seller’s cure of any title objection shall be Buyer’s sole responsibility, both as to performance and payment of costs therefor. If Seller does not so elect to adjourn the Closing, or if at the adjourned date Seller is unable to convey title subject to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection accordance with the closing provisions of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelyAgreement, the “Permitted Encumbrances”), Purchaser Buyer may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to SellerSeller and Escrow Agent delivered on or promptly after the date scheduled for the Closing, in which eventevent Escrow Agent shall repay to Buyer the Deposit, immediately upon receipt of said notice, this together with any interest earned thereon. This Agreement shall terminate, thereupon be null deemed canceled and become void and of no further force effect, and neither party hereto shall have any obligations of any nature to the other hereunder or effectby reason hereof, except for any obligations expressly stated to survive the Closing or earlier termination of this Agreement. Notwithstanding If Seller is unable to convey title in accordance with the foregoing, provisions of this Agreement due to a default by Seller, at Seller’s sole cost and expensethe provisions of Section 6.2 shall apply. If Seller elects to adjourn the Closing as provided above, this Agreement shall be obligated remain in effect for the period or periods of adjournment, in accordance with its terms. Subject to matters Seller agrees to cure or remove at or before Closing all mortgages, deeds of trust, deeds is deemed to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost have agreed to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In additioncure in accordance with this Section 2.2, Seller shall not allow be required to take or bring any easements, liens, leases, licenses, permits action or proceeding or any other encumbrances steps to be placed on remove any defect in or granted with respect objection to the Propertytitle or to fulfill any condition precedent to Buyer’s obligations under this Agreement or to expend any moneys therefor, nor shall Buyer have any right of action against Seller convey any rights therefor, at law or in the Property, without the prior written consent of Purchaserequity, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, that Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters on or prior to the Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below.,
Appears in 1 contract
Samples: Purchase and Sale Agreement (Griffin-American Healthcare REIT III, Inc.)
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtainTenant shall, at Purchaser’s Tenant's expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property obtain from a title insurance company acceptable to Purchaser selected by Tenant (the “Title Company”), setting forth the status of an owner's title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property insurance commitment (the “Title Commitment”), including ) together with legible copies of all encumbrances, restrictive covenants and other documents evidencing matters referred to therein as exceptions to said Title Commitment (title. On or before the “Exception Documents”). If end of the Title Commitment and/or Updated Survey reveals Inspection Period, Tenant shall deliver to Landlord a statement of any exception(s) reasonable objections to Landlord's title to which Purchaser objects (a “Title Objection”) the Property and is(are) not either (i) listed any objections as title exceptions in to matters disclosed by the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelySurvey, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller and Landlord shall have the right, but a reasonable time after Landlord's receipt of such statement (not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the exceed twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser days) within which to cure any such objections unless such objections cannot be cured within 20 days, in which case Landlord shall have a reasonable amount of time. Landlord shall use commercially reasonable efforts to cure such objections. In the continuing right event that Landlord fails to have cure such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser objections within such twenty (20) days after Purchaser’s notice. If any of or the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchasersaid reasonable period, then PurchaserTenant shall elect, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to SellerLandlord, in which eventto either
(i) terminate this Option, immediately upon receipt of said notice, this Agreement and thereafter the Option shall terminate, be null and void and of no further force or effecteffect with neither Tenant nor Landlord having any further rights, duties, liabilities or obligations to the other by reason hereof,, or (ii) waive such objections and consummate the transaction contemplated herein without adjustment of consideration. Notwithstanding the foregoingIf Tenant does not provide Landlord written notice of Tenant's election as above provided, Seller, at Seller’s sole cost and expense, then Tenant shall be obligated deemed to cure or remove at or before Closing all mortgages, deeds of trust, deeds have elected to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against terminate the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price Option as provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documentsaforesaid item (i). If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below.ELECTRONICALLY FILED - 2020 Feb 07 2:40 PM - GREENVILLE - COMMON PLEAS - CASE#2020CP2300012
Appears in 1 contract
Samples: Lease Agreement
Title Examination. Within thirty (30) days after Purchaser’s exercise Buyer shall order a commitment for the issuance of the Option, Purchaser shall have Title Policy (the right to obtain, at Purchaser’s expense, “Title Report”) and may also obtain a current ALTA plat of survey of the Property (the “Updated Survey”). Buyer may furnish to Seller within ten (10) days prior to the expiration of the Examination Period (the period between the Effective Date and an ALTA the tenth (10th) day preceding the expiration of the Examination Period being the “Title Commitment for Review Period”), a statement specifying any objections to the Property from a title company acceptable Title Report and/or the Survey, which are unacceptable to Purchaser Buyer (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception DocumentsObjections”). Seller shall notify Buyer within five (5) business days after receipt of the Objections whether Seller elects to cure the Objections. If Seller does not respond within such five (5) business day period, Seller shall be deemed to have elected not to cure the Title Commitment and/or Updated Survey reveals any exception(sObjections. If Seller does not agree (or is deemed to not agree) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in cure the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelyObjections, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller Buyer shall have the right, but not the obligation (except as set forth below), by notice given to remedy Seller on or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates prior to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date expiration of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to eitherExamination Period either to: (a) accept title waive the Objections and proceed to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted EncumbrancesClosing; or (b) terminate this Agreement by written notice to SellerAgreement, in which eventcase the Xxxxxxx Money shall immediately be returned to Buyer (less the Non-refundable EMD and Extension EMD (if made)), immediately upon receipt of said noticewhereupon (except as expressly provided herein), this Agreement and all rights and obligations of the respective Parties shall terminate, be null and void and of no further force or effectvoid. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, Seller shall be obligated required to cure or remove at or before Closing all mortgagescause the removal of: (i) any judgments, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens or monetary encumbrances against the Property, whether ; and (ii) any liens or not Purchaser objects thereto, and Purchaser shall credit encumbrances created by or through Seller after the cost to cure, satisfy, release and remove such matters against effective date of the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalfReport. In addition, Seller shall not allow the event any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect new matters affect title to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise Property from and after the Effective DateDate that Seller cannot or will not cure after notice thereof, notwithstanding any other term Buyer may either waive such new matters and proceed to Closing or provision of elect to terminate this Agreement to and receive a return of the contrary, Seller shall, at its sole cost Xxxxxxx Money (less the Non-refundable EMD and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowExtension EMD (if made)),.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Examination. Within thirty (30a) days after Purchaser’s exercise of During the Optionperiod beginning upon the Effective Date and ending at 5:00 p.m. (local time at the Property) on June 13, Purchaser 1997 (hereinafter referred to as the "Contingency Period"), Buyer shall have the right to obtain, at Purchaser’s expense, a current survey of review the Property (the “Updated Survey”) Title ------------------ Documents and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth otherwise examine the status of title to the Property. Seller shall have no obligation to extend the Contingency Period beyond June 13, 1997 under any circumstances, time being of the essence of this provision. If Seller has not actually received the Deposit immediately after the expiration of the Contingency Period for any reason, Seller may terminate this Agreement and showing all liensneither party shall have any further obligations hereunder.
(b) During the Contingency Period, claimsBuyer shall have the right (but not the obligation) to obtain and approve, encumbrancesa new or updated ALTA survey of the Property to be prepared by a licensed surveyor or engineer hired by Buyer at Buyer's expense (collectively, reservationsthe "Survey"). Buyer may obtain an ALTA "extended coverage" supplemental report for the Property covered by the Survey, restrictions provided Buyer pays any additional expense therefor and satisfies any other Title Company requirements for the issuance thereof.
(c) Buyer shall notify Seller in writing (the "Title Notice") prior to the expiration of the Contingency Period which exceptions to title (including survey matters), if any, relating will not be accepted by Buyer. If Buyer fails to notify Seller in writing of any exceptions to title by the expiration of the Contingency Period, then Buyer shall be deemed to have approved the condition of title to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing Real Property. If Buyer notifies Seller in writing that Buyer objects to any exceptions to said title, then Seller shall have two (2) business days after receipt of the Title Commitment Notice to notify Buyer in writing (a) that Seller will remove such objectionable exceptions from title on or before the “Exception Documents”)Closing; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to notify Buyer in writing of its election within said two (2) business day period, the Seller shall be deemed to have elected not to cause such exception to be cured. The procurement by Seller of a commitment for the issuance of the Title Commitment and/or Updated Survey reveals Policy (as defined in Section 2.5 hereof) or an endorsement thereto insuring Buyer against any exception(s) title exception which was disapproved pursuant to title to which Purchaser objects (this Section 2.2 shall be deemed a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained cure by Seller in connection with the closing of the Mezzanine Loan and/or such disapproval. If Seller gives Buyer notice under clause (iib) permitted by this Agreement above, then Buyer shall have two (collectively, the “Permitted Encumbrances”), Purchaser may 2) business days within which to notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have Buyer will nevertheless proceed with the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination purchase and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Property subject to said uncured Title Objections such exceptions, or that Purchaser elects Buyer will terminate this Agreement. If this Agreement is terminated pursuant to acceptthe foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit and any Title Objection accepted by Purchaser all interest thereon shall be returned to Buyer and each party shall bear its own costs incurred hereunder. If Buyer fails to notify Seller in writing of its election within said two (2) business day period, then Buyer shall become part of be deemed to have elected to proceed with the Permitted Encumbrances; or (b) terminate this Agreement by written notice purchase and take title to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effectthe Property subject to such exceptions. Notwithstanding the foregoing, SellerBuyer need not disapprove any monetary lien representing monies owed, at Seller’s sole cost and expense, shall be obligated as Seller hereby agrees to cure or remove at or before Closing cause all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other such monetary liens against the Property(other than non-delinquent ad valorem real estate taxes and assessments) to be removed prior to Closing. If Seller fails to remove any such monetary lien prior to Closing, whether or not Purchaser objects thereto, and Purchaser then Buyer shall credit the cost to cure, satisfy, release and remove apply such matters against portion of the Purchase Price provided as is necessary to cause the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent removal of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters items prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain and the proceeds of escrow to be otherwise distributed to Seller upon Closing shall be governed reduced by the terms of Section 5 immediately belowamount so applied.
Appears in 1 contract
Title Examination. Within thirty (30a) days after Purchaser’s exercise of the Option, Escrow Agent has delivered to Seller and Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment preliminary title commitment for the Property from a title company acceptable to Purchaser (the “Purchaser's Title Company”)Insurance, setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible together with readable copies of all encumbrancesdocuments identified in Schedule B thereof and a Uniform Commercial Code search covering Seller and, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelyapplicable, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have Gresham Manufacturing Division Facility (collectively called the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”"PRELIMINARY REPORT"). Purchaser shall have seven (7) Business Days after the continuing right Effective Date, to have such title examination and object to any matter disclosed in the Preliminary Title Commitments updated from time to timeReport, and to obtain updates to the Survey, and to give Seller Survey and/or Uniform Commercial Code Search that is not otherwise described herein as a Permitted Exception by giving written notice (the "TITLE DEFECT NOTICE") of any Title Objections appearing the objection to Seller. The Survey was delivered initially without the areas specified in the Wetlands Inventory being displayed on that Survey. Such Survey (without the displayed areas from the Wetlands Inventory) shall be deemed received by Purchaser as of recordthe Effective Date for the purpose of this paragraph (a) and Purchaser's initial title objections, or otherwise createdif any.
(b) If, after the effective date initial issuance of the Preliminary Report and giving of the initial Title Commitment and being revealed Defect Notice, Escrow Agent amends the Preliminary Report by any adding a new exception thereto, the surveyor modifies the Survey (other than with respect to displaying the areas specified in the Wetlands Inventory, unless such display results in the addition of a new title examinationexception in the Preliminary Report) or new filings appear in an updated Uniform Commercial Code search, Survey or investigation of the Property, and Purchaser shall be entitled to object give a Title Defect Notice to such exception within five (in 5) calendar days after receipt of the same manner as set forth hereinaboveamendment, a copy of any instrument(s) referred to therein and an updated Survey (if necessary to show the location of the referenced item) to matters shown reflect the matter disclosed by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections amendment are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected received by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured . Any matters not referenced in a timely Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, Defect Notice shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid deemed approved by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Microchip Technology Inc)
Title Examination. Within thirty (30) days after Purchaser’s exercise of following the Optiondate this Contract has been executed and delivered by both parties hereto ("Final Execution"), Purchaser Buyer shall have the right to obtain, at Purchaser’s expense, (i) select a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a nationally recognized title insurance company acceptable to Purchaser (Seller in the “Title Company”), setting forth the status exercise of its reasonable judgment and complete its examination of title to the Property, Premises and showing (ii) complete all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating desired lien searches. Buyer agrees that it shall promptly deliver to the Property (the “Title Commitment”), including legible Seller copies of all encumbrancestitle commitments and lien search results obtained by Buyer, restrictive covenants but in no event shall such delivery be later than thirty (30) days following Final Execution. Examination of title, including title search, preparation of abstract of title, title binder, survey, lien searches and other documents evidencing exceptions to said Title Commitment (title policy shall be at Buyer's sole cost and expense. Such examination of title of the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to Premises shall show that Seller has good and marketable title to the fee (as applicable), other than taxes not yet due and payable, use and occupancy restrictions of public record which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions are generally applicable to properties in the title insurance policy and/or survey obtained area in which the Premises are located, recorded easements for public utilities and any other easements or restrictions which may be observed by Seller in connection with the closing an inspection of the Mezzanine Loan and/or (ii) permitted by this Agreement Premises or Land Records and do not have a material adverse effect on any of the use of the Premises as petroleum product bulk storage and distribution facilities (collectively, the “"Permitted Encumbrances”" and each a "Permitted Encumbrance"). In the event such review indicates other defects in title or if Buyer's lien searches reveal any outstanding encumbrances, Purchaser may Buyer shall, within thirty (30) days following the date of Final Execution, notify Seller in writing that it would like Seller to cure of such other defects or remove such encumbrances for each portion of the Premises ("Title Objections. Notice"), and Seller shall have the right, but not the obligation forty-five (except as set forth below)45) days from Seller's receipt of notice from Buyer, to remedy such defects or cure any such encumbrances to the reasonable satisfaction of Buyer ("Title Objection(sCure Period"), and the date and time for Closing may, at Seller's election, be extended for up to forty-five (45) during days, or the twenty next business day thereafter if the forty-fifth (2045th) day period following Seller’s receipt thereof (the “Cure Period”)falls on a weekend or holiday, to permit such remedy. Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. While Seller shall have the rightuse good faith, but not the obligation (except reasonable efforts, as set forth below)determined by Seller in its sole discretion, to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser such defects within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In additionCure Period, Seller shall not allow be required to cure any easementsdefects. Nor shall a failure to cure a defect be considered a breach of this Contract, liensprovided Seller has exercised such good faith, leasesreasonable efforts. In the event that such defects concerning one or more of the subject properties are not remedied by Seller within the Title Cure Period, licensesBuyer shall have the option of (i) terminating this Contract only as it applies to the individual properties for which such defects have not been cured, permits in which case the Purchase Price shall be reduced by the value allocated to the subject properties on Exhibit A as outlined below so long as the Seller consents; or other encumbrances (iii) waiving all such defects as provided herein. Buyer may, within five (5) days after the last day of the Title Cure Period, waive all such defects, in which event any such defects shall be deemed Permitted Encumbrances and Buyer shall be deemed to have waived all objections to such defects. In the event that such defects are not remedied by Seller within the Title Cure Period, as described above, and Buyer has not made an election as described above, Seller shall be placed deemed to have elected to terminate this Contract as it applies to the individual property for which such defects have not been cured and the Purchase Price shall be reduced by the value allocated to subject property on or granted Exhibit A as outlined above ("Title Termination"). In the event this Contract is so terminated with respect to a portion of the PropertyPremises, nor shall Seller convey any rights in the Property, without portion of the prior written consent Deposit allocable to such portion of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under Premises based upon the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision portion of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain value set forth on Exhibit A shall be governed returned to Buyer and the Purchase Price shall be reduced by the terms of Section 5 immediately below.amount set forth on Exhibit A
Appears in 1 contract
Title Examination. Within thirty (30) days after Purchaser’s exercise As of the OptionEffective Date, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and Buyer acknowledges that it has received an ALTA Title Owner’s Commitment for Title Insurance issued by Title Company for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Real Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating together with hyperlinks to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other recorded documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement therein (collectively, the “Permitted EncumbrancesTitle Report”). Additionally, Purchaser Buyer acknowledges that as of the Effective Date, Seller has provided Buyer with a copy of the most recent ALTA survey of the Real Property and Improvements, and Buyer may, at Buyer’s expense, update such existing survey or if it desires to obtain a new ALTA survey for the Real Property and Improvements, Buyer shall have such ALTA survey of the Real Property and Improvements prepared at Buyer’s expense (such existing survey, or if an updated or new survey is prepared, such updated or new survey, is referred to as the “Survey”).
(a) Buyer shall have until the expiration of the Title Approval Period to review the Title Report and Survey and to give written notice to Seller and Escrow Agent (“Buyer’s Title Notice”) of which particular matter(s) affecting title to the Real Property are Permitted Exceptions, and which particular matter(s) are disapproved. Buyer shall deliver a copy of any Survey it has obtained to the Seller concurrently with its Buyer’s Title Notice. If Buyer has not obtained a new or updated survey prior to the expiration of the Title Approval Period, Buyer may notify nevertheless later obtain any such new or updated survey, provided that nothing shown in such survey shall give Buyer any right to delay Closing or amend Buyer’s Title Notice or otherwise assert any due diligence objection.
(b) If Buyer fails to deliver the Buyer’s Title Notice within the Title Approval Period to Seller and Title Company, Buyer shall be deemed to have approved the Title Report and all exceptions and underlying documents shown therein, and on the Survey, including the Permitted Exceptions. If Buyer disapproves any particular matter(s) affecting title to the Real Property in writing that it would like its Buyer’s Title Notice, Seller may, in Seller’s sole and absolute discretion, elect to eliminate and cure or cause the Title Company to endorse over (subject to Buyer’s reasonable approval of any such method of cure or proposed endorsement), any such disapproved matters at or prior to Close of Escrow by giving written notice to Buyer and Escrow Agent within two (2) business days of receipt of Buyer’s Title Notice (“Seller’s Title Response”) of its election. If Seller does not give a Seller’s Title Response or if Seller does give a Seller’s Title Response but does not agree therein to cure certain specific matters disapproved by Buyer, then Seller shall be deemed to have elected not to attempt to cure or remove cause the Title Company to endorse over (subject to Buyer’s reasonable approval of any such method of cure or proposed endorsement) any such matters. If Seller elects (or is deemed to have elected) not to attempt to cause such disapproved matter to be eliminated, cured or endorsed over to Buyer’s reasonable satisfaction raised in Buyer’s Title Objections. Notice timely delivered by Buyer to Seller pursuant to the provisions of Section 4.1.1(a) above, Buyer shall have the right, but not within two (2) business days after Seller’s Title Response (which date shall be concurrent with the obligation (except as set forth belowexpiration of Buyer’s Due Diligence Period), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right elect to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to SellerAgreement, in which event, immediately upon receipt of said noticethe Deposit (less the Consideration Amount, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, which shall be obligated deducted from the Deposit and paid to cure Seller by Escrow Holder) shall be refunded to Buyer, Escrow shall be cancelled and neither party shall have further rights or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaserobligations under this Agreement, except such rights and obligations as are expressly stated to survive the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision termination of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of (including Buyer’s indemnity obligations set forth in Section 5 immediately below4.1.4).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Banc of California, Inc.)
Title Examination. Within thirty ten (3010) days following the Opening ----------------- of Escrow, Seller shall cause to be delivered to Buyer a title commitment issued by Commonwealth Land Title Insurance Company ("Title Company") for the Property, together with copies (as provided by public records) of all exceptions set forth therein (collectively, the "Commitment"). Buyer may, not later than the Second Contingency Date give written notice to Escrow Agent and Seller ("Buyer's Title Notice") disapproving any items shown or identified in said Commitment and identifying the items disapproved. If Buyer does not timely give notice of disapproval as aforesaid, then Buyer shall be deemed to have approved all items on the Commitment. Within fifteen (15) days after Purchaser’s exercise Seller's receipt of the OptionBuyer's Title Notice, Purchaser Seller shall have the right to obtain, at Purchaser’s expense, a current survey give Buyer written notice ("Seller's Title Notice") of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a those disapproved or conditionally approved title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating which Seller, in its sole and absolute discretion, covenants and agrees to either eliminate from the Title Policy as exceptions to title to the Property (or to ameliorate to Buyer's satisfaction by the “Title Commitment”), including legible copies Closing Date as a condition to the Close of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”)Escrow for Buyer's benefit. If the Seller does not elect to eliminate or ameliorate to Buyer's satisfaction any disapproved or conditionally approved title matters, or if Buyer disapproves of Seller's Title Commitment and/or Updated Survey reveals any exception(s) to title to Notice, which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions Buyer may do in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelyits sole discretion, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller then Buyer shall have the right, but not the obligation by a writing delivered to Seller and Escrow Holder within ten (except as set forth below)10) business days thereafter, to remedy or cure any such Title Objection(s(1) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of recordwaive its prior disapproval, or otherwise created, after (2) terminate this Agreement and the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser Escrow in which event Buyer shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any return of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected Deposit and all other monies previously deposited with Escrow Holder by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to acceptBuyer, and any Title Objection accepted by Purchaser in writing shall become part this Agreement, the Escrow and the rights and obligations of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement parties hereunder shall terminate, be null and void and of no further force or effectexcept as otherwise provided in this Agreement. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, Buyer's failure to deliver a termination notice shall be obligated to cure or remove at or before Closing all mortgages, deeds deemed a waiver of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the its prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowdisapproval.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pinnacle Entertainment Inc)
Title Examination. Within thirty (30) days after Purchaser’s exercise Buyer shall order a commitment for the issuance of the Option, Purchaser shall have Title Policy (the right to obtain, at Purchaser’s expense, “Title Report”) and may also obtain a current ALTA plat of survey of the Property (the “Updated Survey”). Buyer may furnish to Seller within ten (10) days prior to the expiration of the Examination Period (the period between the Effective Date and an ALTA the tenth (10th) day preceding the expiration of the Examination Period being the “Title Commitment for Review Period”), a statement specifying any objections to the Property from a title company acceptable Title Report and/or the Survey, which are unacceptable to Purchaser Buyer (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception DocumentsObjections”). Seller shall notify Buyer within five (5) business days after receipt of the Objections whether Seller elects to cure the Objections. If Seller does not respond within such five (5) business day period, Seller shall be deemed to have elected not to cure the Title Commitment and/or Updated Survey reveals any exception(sObjections. If Seller does not agree (or is deemed to not agree) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in cure the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelyObjections, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller Buyer shall have the right, but not the obligation (except as set forth below), by notice given to remedy Seller on or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates prior to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date expiration of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: Examination Period either to:
(a) accept title waive the Objections and proceed to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted EncumbrancesClosing; or (b) terminate this Agreement by written notice to SellerAgreement, in which eventcase the Xxxxxxx Money shall immediately be returned to Buyer (less the Non-refundable EMD and Extension EMD (if made)), immediately upon receipt of said noticewhereupon (except as expressly provided herein), this Agreement and all rights and obligations of the respective Parties shall terminate, be null and void and of no further force or effectvoid. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, Seller shall be obligated required to cure or remove at or before Closing all mortgagescause the removal of: (i) any judgments, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens or monetary encumbrances against the Property, whether ; and (ii) any liens or not Purchaser objects thereto, and Purchaser shall credit encumbrances created by or through Seller after the cost to cure, satisfy, release and remove such matters against effective date of the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalfReport. In addition, Seller shall not allow the event any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect new matters affect title to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise Property from and after the Effective DateDate that Seller cannot or will not cure after notice thereof, notwithstanding any other term Buyer may either waive such new matters and proceed to Closing or provision of elect to terminate this Agreement to and receive a return of the contrary, Seller shall, at its sole cost Xxxxxxx Money (less the Non-refundable EMD and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowExtension EMD (if made)),.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Examination. Within Purchaser shall notify Seller in writing (the "TITLE NOTICE") prior to the expiration of the Title Review Period which exceptions to title (including survey matters), if any, will not be accepted by Purchaser. If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title by the expiration of the Title Review Period, Purchaser shall be deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have three (3) days after receipt of the Title Notice to notify Purchaser (a) that Seller will remove such objectionable exceptions from title on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond thirty (30) days after Purchaser’s exercise days; or (b) that Seller elects not to cause such exceptions to be removed; provided that Seller shall pay or discharge any monetary liens created, assumed or consented to by Seller. The procurement by Seller of a commitment for the issuance of the OptionTitle Policy (as defined in Section 4.6 hereof) or an endorsement thereto insuring Purchaser against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval subject to Purchaser's reasonable approval thereof. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have until the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any expiration of the Title Objections are not so cured or remedied, or provision satisfactory Review Period in which to notify Seller that Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have will nevertheless proceed with the right purchase and option to either: (a) accept take title to the Property subject to said uncured Title Objections such exceptions, or that Purchaser elects will terminate this Agreement. If Purchaser shall fail to accept, and any Title Objection accepted by Purchaser in writing shall become part notify Seller of its election on or before the expiration of the Permitted Encumbrances; or (b) Title Review Period, Purchaser shall be deemed to have elected to terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, Agreement. If this Agreement shall terminate, be null and void and of no further force is terminated or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect deemed terminated pursuant to the Propertyforegoing provisions of this paragraph, nor then neither party shall Seller convey have any further rights in or obligations hereunder (except for those obligations of either party that expressly survive the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision termination of this Agreement pursuant to the contraryother provisions of this Agreement), Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain the Deposit shall be governed by the terms of Section 5 immediately belowreturned to Purchaser and each party shall bear its own costs incurred hereunder.
Appears in 1 contract
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser Buyer shall have the right to obtain, at Purchaser’s expense, a current survey of examine the title to the Property (the “Updated Survey”) and an ALTA Title Commitment obtain a title commitment for the Property from a national title insurance company acceptable to Purchaser selected by Xxxxx, (the “Title Company”), setting forth . Buyer shall have the status right to deliver to Seller written notice of any title to the Propertyobjections, and showing shall include in such notice a copy of said title commitments and all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title matters referenced therein to which Purchaser objects Buyer objects. Any items to which Buyer does not object within thirty (a “Title Objection”30) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing days after Xxxxx’s receipt of the Mezzanine Loan and/or (ii) permitted above-described title commitment shall be deemed to be approved by this Agreement (collectively, the Buyer and shall be “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections” for purposes of this Agreement. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser Buyer shall have the continuing right to have such title examination and Title Commitments title commitments updated from time to time, and to obtain updates to the a Survey, and to give Seller written notice of any Title Objections title objections appearing of record, record or otherwise created, created after the effective date of the initial Title Commitment title commitment and being revealed by any title examination, Survey survey or investigation of the Property, and Purchaser Buyer shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments title commitments, updated survey or updated Survey or investigationsfurther investigation. Seller shall have the right, but not the obligation (except as set forth below), use reasonable efforts to remedy those Title Objections title objections identified by Purchaser Xxxxx to the satisfaction of Purchaser Buyer within twenty thirty (2030) days after PurchaserXxxxx’s notice. If any of the Title Objections objections are not so cured or remedied, or provision satisfactory remedied to Purchaser made therefor, the satisfaction of Buyer prior to any closing date selected by PurchaserClosing, then PurchaserBuyer, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accepttitle objections, and any Title Objection accepted by Purchaser in writing all of which shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, whereupon this Agreement shall terminate, be null and void and of no further force or effecteffect and Buyer shall disclaim any further interest in the Property. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, security deeds, judgments liens, mechanics and materialman’s liens, and other monetary liens against the PropertyProperty (unless caused by the actions or inspections of Buyer), whether or not Purchaser Buyer objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, after the Effective Date, Seller shall not allow any new easements, liens, leases, licenses, permits leases or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any water, oil, gas, coal, mineral, mining, timber or other rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowBuyer.
Appears in 1 contract
Samples: Real Estate Purchase Contract
Title Examination. Within thirty Purchaser shall notify Seller in writing (30the "TITLE NOTICE") prior to the expiration of the Title Inspection Period which exceptions to title (including survey matters), if any, will not be accepted by Purchaser. If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title by the expiration of the Title Inspection Period, Purchaser shall be deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have two (2) business days after Purchaser’s exercise receipt of the OptionTitle Notice to notify Purchaser of either of the following: (a) that Seller will remove such objectionable exceptions from title on or before the Closing; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to notify Purchaser within such two-business-day period, then Seller shall be deemed to have made an election under the foregoing clause (b). Notwithstanding the foregoing or any other provision of this Agreement, all monetary obligations disclosed in the PTR are to be satisfied by Seller. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 2.5 hereof) or an endorsement thereto insuring Purchaser against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have three (3) business days after the right date of such notice in which to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to notify Seller that Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection will nevertheless proceed with the closing purchase in accordance with the provisions of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Property subject to said uncured Title Objections such exceptions, or that Purchaser elects will terminate this Agreement. Purchaser's failure to acceptrespond within such three-business-day period shall be deemed an election to terminate this Agreement. If, despite Seller's election to eliminate any disapproved exception under clause (a) above, the exception has not been eliminated on or before the Closing, Purchaser, at its option and any Title Objection accepted by Purchaser sole discretion, may either: (a) elect in writing shall become part of to waive its prior disapproval; (b) if the Permitted Encumbrancesexception represents a monetary obligation, instruct Escrow Holder to deduct from Seller's proceeds hereunder the amount necessary to satisfy the obligation and thereby eliminate the exception; or (bc) terminate treat the failure to eliminate the exception as a failure of a contingency under this Agreement by written notice to SellerAgreement, in which event, immediately upon receipt of said notice, event the Escrow shall be cancelled and this Agreement shall terminatebe terminated. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, be null and void and then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of no further force or effect. Notwithstanding either party pursuant to the foregoingother provisions of this Agreement), Seller, at Seller’s sole cost and expense, the Deposit shall be obligated returned to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics Purchaser and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser each party shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at bear its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowown costs incurred hereunder.
Appears in 1 contract
Title Examination. Within thirty Acquiror shall, at Acquiror’s sole cost and expense, order a commitment for the issuance of the Title Policy (30such commitment, the “Title Report”) from the Title Insurer and request that Title Insurer deliver to Acquiror and Contributor the Title Report together with legible copies of all recorded documents referenced in the Title Report not more than ten (10) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtainEffective Date. Acquiror may, at PurchaserAcquiror’s sole cost and expense, order a current ALTA plat of survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for ), prepared by a duly licensed land surveyor (the Property from a title company “Surveyor”), reasonably acceptable to Purchaser Acquiror and the Title Insurer and request that Surveyor deliver to Acquiror, Contributor and the Title Insurer the Survey not more than ten (10) days after the Effective Date. Acquiror shall furnish to Contributor, within five (5) days after receipt of the Title Report and Survey (the “Title CompanyReview Period”), setting forth a copy of the status of title Title Report, together with a statement specifying any defects, exceptions or objections, in and to the PropertyTitle Report and/or the Survey, which are unacceptable to Acquiror, in its sole and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property absolute discretion (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception DocumentsObjections”). Contributor shall notify Acquiror within five (5) days after receipt of the Objections whether Contributor elects to cure the Objections. If Contributor does not respond within such five (5) day period, Contributor shall be deemed to have elected to not cure the Title Commitment and/or Updated Survey reveals any exception(sObjections. If Contributor does not agree (or is deemed to not agree) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in cure the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelyObjections, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller Acquiror shall have the right, but not the obligation (except as set forth below), by notice given to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination Contributor and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object Insurer within five (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (205) days after Purchaserreceipt of Contributor’s notice. If any notice (or within five (5) days of the Title Objections are expiration of Contributor’s five (5) day response period, if Contributor does not so cured or remediedrespond), or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to eithereither to: (a) accept title waive the Objections and proceed to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part Closing without abatement or reduction of the Permitted EncumbrancesContribution Consideration; or (b) terminate this Agreement by written notice to SellerAgreement, in which eventcase the Exxxxxx Money shall immediately be returned to Acquiror, immediately upon receipt of said noticewhereupon (except as expressly provided herein), this Agreement and all rights and obligations of the respective Parties hereunder shall terminate, be null and void and of no further force or effectvoid. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, Contributor shall be obligated required to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other cause the removal of: (i) any monetary liens or encumbrances against the Property, whether Property other than the mortgage or not Purchaser objects thereto, and Purchaser shall credit deed of trust securing the cost to cure, satisfy, release and remove such matters against Loan in the Purchase Price provided event Lender approves of the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect contribution of the Property subject to the Property, nor shall Seller convey Loan; and (ii) any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, monetary liens or consented to in writing encumbrances created by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise through Contributor after the Effective Date, notwithstanding any other term or provision searched-through date of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowTitle Report.
Appears in 1 contract
Samples: Contribution Agreement (Gramercy Property Trust Inc.)
Title Examination. Within Purchaser shall notify Seller in writing (the "Title Notice") prior to the expiration of the Title Inspection Period which exceptions to title (including survey matters), if any, will not be accepted by Purchaser. If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title by the expiration of the Title Inspection Period, Purchaser shall be deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have ten (10) business days after receipt of the Title Notice to notify Purchaser (a) that Seller will remove such objectionable exceptions from title on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond thirty (30) days after Purchaser’s exercise days; or (b) that Seller elects not to cause such exceptions to be removed. The procurement by Seller of a commitment for the issuance of the OptionTitle Policy (as defined in Section 2.5 hereof) or an endorsement thereto insuring Purchaser against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have the right five (5) business days in which to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to notify Seller that Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection will nevertheless proceed with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination purchase and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Property subject to said uncured Title Objections such excep tions, or that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) will terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall terminatehave any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, Deposit shall be obligated returned to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics Purchaser and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and each party shall bear its own costs incurred hereunder. If Purchaser shall credit fail to notify Seller of its election within said five-day period, Purchaser shall be deemed to have elected to proceed with the cost to cure, satisfy, release purchase and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect take title to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except Property subject to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowexceptions.
Appears in 1 contract
Samples: Sale Agreement (Arden Realty Inc)
Title Examination. Within thirty (30i) days after Purchaser’s exercise Buyer acknowledges receipt of title commitments for each Real Properties prepared by the Option, Purchaser shall have the right to obtain, at Purchaser’s expenseTitle Insurer (each, a current survey of the Property (the “Updated SurveyTitle Report”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (; collectively, the “Title CompanyReports”), setting forth the status of title to the Propertyand ALTA/NSPS Surveys (each a “Survey”; collectively, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title CommitmentSurveys”), including legible copies each of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained have been ordered by Seller and the cost for which will be prorated in connection accordance with Section 2(c) of this Agreement. Buyer may order the closing of following with respect to the Mezzanine Loan and/or (ii) permitted by this Agreement Properties: zoning reports (collectively, the “Permitted EncumbrancesZoning Reports”), Purchaser phase I environmental site assessments (collectively, the “Environmental Reports”), and property condition reports (collectively, the “PCRs”). Buyer may notify furnish to Seller prior to the expiration of the Examination Period a statement specifying any defects in writing the Title Reports and/or the Surveys (the “Objections”); provided that it would like Buyer shall not be obligated to object to any Must Cure Items (which Seller shall in all events be obligated to cure at Seller’s sole cost and expense at or remove such Title prior to Closing). Seller shall notify Buyer within five (5) business days after receipt of the Objections whether Seller will cure the Objections. If Seller does not respond within said five (5) business day period, Seller shall be deemed to have elected not to cure the Objections. If Seller does not agree (or is deemed to not agree) to cure each of the Objections, Buyer shall have the right, but by notice given to Seller and Title Insurer within three (3) business days after receipt of Seller’s notice (or within three (3) business days of the expiration of Seller’s five (5) business day response period, if Seller does not the obligation (except as set forth belowrespond), either to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to waive the Property subject to said uncured Title Objections that Purchaser elects to acceptand proceed with the transactions contemplated by this Agreement, and any Title Objection accepted by Purchaser in writing which event such Objections shall become part of the be Permitted Encumbrances; Exceptions, or (b) terminate this Agreement, in which event the Xxxxxxx Money shall be paid to Buyer and thereafter no party hereto shall have any obligations or liabilities hereunder except those that expressly survive termination of this Agreement. If Buyer fails to elect to terminate this Agreement by notice given to Seller within said three (3) business day period, then Buyer shall be conclusively deemed to have elected to waive the Objections. If Buyer fails to deliver the Objections to Seller prior to the expiration of the Examination Period, then Buyer shall be deemed to have waived its right to object to any defect set forth in the Title Report and Survey; provided that Buyer shall not be obligated to object to any Must Cure Items (which Seller shall in all events be obligated to cure at Seller’s sole cost and expense at or prior to Closing).
(ii) If at any time after Xxxxx’s receipt of the initial Title Reports or Surveys, any update to any Title Report or Survey discloses any additional item which was not disclosed on any version of or update to the applicable Title Report or Survey delivered to Buyer previously (the “New Exception”), Buyer shall have a period of five (5) business days from the date of its receipt of such update (the “New Exception Review Period”) to review and notify Seller in writing of Buyer’s approval or disapproval of the New Exception, or if no such notice is provided, such New Exception will be deemed to have been waived, in which event such New Exception shall be a Permitted Exception. If Xxxxx disapproves of the New Exception, Seller may, in its sole discretion, notify Buyer as to whether it is willing to cure the New Exception. If Seller fails to deliver such notice to Buyer within five (5) business days after the expiration of the New Exception Review Period, Seller shall be deemed to have elected not to cure the New Exception. If Buyer is dissatisfied with Seller’s response, or lack thereof, Buyer may, as its exclusive remedy, elect, upon written notice to Seller two (2) business days after receipt of Seller’s response (or within two (2) business days of the expiration of Seller’s five (5) business day response period, if Seller does not respond), either: (a) to terminate this Agreement in its entirety, in which event, immediately upon receipt of said notice, event this Agreement shall terminate, the Xxxxxxx Money shall be null paid to Buyer, and void thereafter no party hereto shall have any obligations or liabilities hereunder except those that expressly survive termination of this Agreement, (b) terminate this Agreement solely with respect to only the Properties with respect to which the New Exceptions apply, in which event the Purchase Price shall be reduced by the applicable Allocated Purchase Prices attributable to the Properties to which the New Exceptions apply, the Title Insurer shall immediately return to Buyer a portion of Xxxxxxx Money attributable to such Properties (in proportion of the applicable Allocated Purchase Prices), and thereafter neither Buyer nor Seller shall have any further rights, obligations or liabilities with respect to the applicable Properties for which this Agreement is terminated, except as otherwise provided herein (provided, however, that Buyer may only partially terminate this Agreement as to individual Properties under this subparagraph (b) if the Allocated Purchase Prices of such affected Properties, taken in the aggregate, does not exceed ten percent (10%) of the total Purchase Price, and in no further force event may Buyer partially terminate this Agreement under this subparagraph (b) with respect to the AVDC Property), or effect(c) to waive the New Exception and proceed with the transactions contemplated by this Agreement, in which event such New Exception shall be a Permitted Exception. If Buyer fails to notify Seller of its election to terminate this Agreement in accordance with the foregoing sentence within two (2) business days after receipt of Seller’s response (or within two (2) business days of the expiration of Seller’s five (5) business day response period, if Seller does not respond), Buyer shall be deemed to have elected to approve and irrevocably waive any objections to the New Exception, in which event such New Exception shall be a Permitted Exception. Notwithstanding the foregoing, SellerSeller shall be required to cure the following, whether or not Buyer objects to the same, at Seller’s sole cost and expenseexpense (the “Must Cure Items”): (w) all monetary liens or encumbrances against the Properties that are dischargeable by payment of a liquidated sum (including, shall be obligated to cure or remove at or before Closing without limitation, all mortgages, deeds of trust, deeds to secure debt, judgments liensfinancing instruments, mechanics liens and materialmanjudgments affecting the Properties; (x) all encumbrances against title which are created by or through Seller after the date hereof except if otherwise approved in writing by Buyer in Buyer’s lienssole discretion; (y) any delinquent real property taxes or special assessments affecting any Property; and (z) any matter which Seller elects to cure (including, and other monetary liens against without limitation, in the Propertyaforementioned Seller response notices, whether or not Purchaser objects theretoprovided that for purpose of defining “Must Cure Items”, and Purchaser shall credit the cost all matters that Seller elects to endeavor to cure, satisfyor to use commercially reasonable efforts to cure, release and remove or to elect to request a third party to cure, shall not be included as Must Cure Items, in which case the failure to cure such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalfshall be treated solely as a failure of a condition and not as a breach of covenant). In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or Unless consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective DateXxxxx, notwithstanding any other term or provision of this Agreement anything to the contrarycontrary contained herein, in no event shall a Must Cure Item be considered a Permitted Exception, Buyer shall not be required to object to any Must Cure Item and if Seller shall, shall fail to cure a Must Cure Item at its sole cost and expense, cure, satisfy, release and remove such matters or prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain Buyer shall have the rights set forth in Section 9(b). The Closing Date shall be governed by automatically extended as necessary to accommodate the terms of objection and response periods set forth in this Section 5 immediately below6(a)(ii).
Appears in 1 contract
Samples: Agreement for Purchase and Sale of Real Property (Big Lots Inc)
Title Examination. Within thirty Purchaser shall notify Seller in writing (30the "Title Notice") days after Purchaser’s exercise prior to the expiration of the Option, Purchaser shall have the right Inspection Period which exceptions to obtain, at Purchaser’s expense, a current title (including survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”matters), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating are objected to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements mortgages or encumbrances other consensual liens that are taken by eminent domain encumber the Property shall not be deemed objections to title hereunder provided that same shall be governed satisfied and released at Closing. If Purchaser fails to notify Seller in writing of its objection to any exceptions to title (including survey matters) prior to the expiration of the Inspection Period, Purchaser shall be deemed to have approved the condition of title (including survey matters) to the Real Property. If Purchaser timely notifies Seller in writing that Purchaser objects to any exceptions to title (including survey matters), Seller shall have ten (10) days after receipt of the Title Notice to notify Purchaser (a) that Seller will attempt to remove such objectionable exceptions from title on or before the Closing in which event Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond thirty (30) days, or (b) that Seller elects not to attempt to cause such exceptions to be removed. The procurement by Seller (subject to Purchaser’s reasonable right of approval) of a commitment for the terms issuance of the Title Policy (as hereinafter defined) or an endorsement thereto insuring Purchaser against any title exception which was objected to pursuant to this Section 5 2.2 shall be deemed a cure by Seller of such objection, but Seller shall not be obligated to provide a Title Policy or any such endorsement. If Seller gives Purchaser notice under clause (a) above that Seller will attempt to remove such objectionable exceptions but Seller fails to remove the objections prior to Closing , or if Seller gives Purchaser notice under clause (b) above that Seller elects not to attempt to cause such exceptions to be removed, then and in either such event Purchaser shall have ten (10) days during which Purchaser shall have the right at its sole option and as its sole remedy to either notify Seller that Purchaser will nevertheless proceed with the purchase and take title to the Property subject to such exceptions but without any reduction in the Purchase Price, or notify Seller and Escrow Agent that Purchaser terminates this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this Section 2.2 neither party shall have any further rights or obligations hereunder (except for Purchaser's indemnity obligations under Section 3.1), the Deposit shall immediately belowbe returned to Purchaser and each party shall bear its own costs incurred hereunder. If Purchaser shall fail to notify Seller of its election within said ten (10) day period, Purchaser shall be deemed to have elected to proceed with the purchase and take title to the Property subject to such unremoved exceptions but without any reduction in the Purchase Price.
Appears in 1 contract
Samples: Sale Agreement (Inland Real Estate Income Trust, Inc.)
Title Examination. Within Purchaser shall notify Seller in writing (the "Title Notice") prior to the expiration of the Inspection Period which exceptions to title (including survey matters), if any, will not be accepted by Purchaser. If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title by the expiration of the Inspection Period, Purchaser shall be conclusively deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have ten (10) business days after receipt of the Title Notice to notify Purchaser (a) that Seller will remove such objectionable exceptions from title on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond thirty (30) days after Purchaser’s exercise days; or (b) that Seller elects not to cause such exceptions to be removed. The procurement by Seller of a commitment for the issuance of the OptionTitle Policy (as defined in Section 2.5 hereof) or an endorsement thereto (in form and substance reasonably acceptable to Purchaser) insuring Purchaser against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. Notwithstanding any other provisions hereof, Seller shall cause all deeds of trust encumbering the Property with respect to which Seller is trustor and all judgments against Seller to be removed on or before the Closing. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have five (5) business days in which to notify Seller that Purchaser will nevertheless proceed with the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) purchase and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of take title to the PropertyProperty subject to such exceptions, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating or that Purchaser will terminate this Agreement. If this Agreement is terminated pursuant to the Property (foregoing provisions of this paragraph, the “Title Commitment”)Deposit shall be returned to Purchaser, including legible copies of all encumbrancesthe Loan Deposit, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained defined below, shall be returned by Seller, less out-of-pocket costs incurred by Seller in connection with the closing of Loan and Seller's Calculated Damages (as hereinafter defined) (if the Mezzanine Loan and/or (ii) permitted Deposit has theretofore been provided by this Agreement (collectivelyPurchaser to Seller, and except to the “Permitted Encumbrances”extent provided in Article X), neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), and each party shall bear its own costs incurred hereunder. If Purchaser may shall fail to notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the rightof its election within said five-day period, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled deemed to object (in have elected to proceed with the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right purchase and option to either: (a) accept take title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowexceptions.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Maguire Properties Inc)
Title Examination. Within Purchaser shall notify Seller in writing (the "Title Notice") prior to the expiration of the Title Inspection Period which exceptions to title (including survey matters), if any, will not be accepted by Purchaser. If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title by the expiration of the Title Inspection Period, Purchaser shall be deemed to have approved the condition of title to the Real Property as set forth in the Title Report. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall use reasonable efforts to remove any exceptions, provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”)days. If the Title Commitment and/or Updated Survey reveals any exception(s) despite said reasonable efforts Seller is unable to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to so cure or remove such Title Objections. said exceptions, Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Propertynotify Purchaser, and Purchaser shall be entitled have five (5) business days in which to object (in notify Seller that Purchaser will nevertheless proceed with the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right purchase and option to either: (a) accept take title to the Property subject to said uncured Title Objections such exceptions, or that Purchaser elects will terminate this Agreement. If this Agreement is terminated pursuant to acceptthe foregoing provisions of this paragraph, and then neither party shall have any Title Objection accepted by Purchaser in writing shall become part further rights or obligations hereunder (except for any indemnity obligations pursuant to the other provisions of this Agreement), except that, if the exceptions to title relate to matters which would interfere with Purchaser's intended use of the Permitted Encumbrances; Property in a material way or (b) terminate are referenced on Exhibit A-1, Seller shall reimburse Purchaser for Purchaser's third party expenses incurred in connection with this Agreement by written notice Agreement, up to Sellera maximum of $150,000. If Purchaser shall fail to notify Seller of its election within said five-day period, in which event, immediately upon receipt of said notice, this Agreement Purchaser shall terminate, be null deemed to have elected to proceed with the purchase and void and of no further force or effecttake title to the Property subject to such exceptions. Notwithstanding the foregoing, Seller, at Seller’s sole cost (a) all mortgages and expense, other voluntary monetary encumbrances are hereby deemed to be disapproved by Purchaser and shall be obligated removed by Seller by or at the Closing, (b) any and all leases and other occupancy agreements between Seller and MS (collectively, the "MS Lease") are hereby deemed to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics be disapproved by Purchaser and materialman’s liensshall be terminated by Seller and MS by the Closing, and other monetary liens against the Property, whether or not (c) Purchaser objects thereto, and agrees that Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect raise a title objection hereunder as to the PropertyOctober 15, nor shall 2001 letter from Seller convey any rights in the Propertyto Xx. Xxxx X. Viveiros, without the prior written consent a copy of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowwhich is attached hereto as Exhibit A-2.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Quaker Fabric Corp /De/)
Title Examination. Within thirty SELLER’S ABILITY TO CONVEY; LIMITATIONS OF LIABILITY:
(30a) days after Purchaser’s exercise Purchaser shall order an examination of title in respect of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property Premises from a title company acceptable licenced or authorized to issue title insurance by the New York State Insurance Department or any agent for such title company promptly after execution of this contract or, if this contract is subject to a mortgage contingency set forth in paragraph 8, after a mortgage commitment has been accepted by Purchaser. Purchaser shall cause a copy of the title report and of any additions thereto to be delivered to the attorney(s) for seller promptly after receipt thereof.
(b) (i) If at the date of Closing Seller is unable to transfer title to Purchaser in accordance with this contract, or Purchaser has other valid grounds for refusing to close, whether by reason of liens, encumbrances or other objections to title or otherwise (the herein collectively called “Title CompanyDefects”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title than those subject to which Purchaser objects (a “Title Objection”) is obligated to accept title hereunder or which Purchaser may have waived and is(are) not either (i) listed as other than those which Seller has herein expressly agreed to remove, remedy or discharge and if Purchaser shall be unwilling to waive the same and to close title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing without abatement of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelypurchase price, the “Permitted Encumbrances”)then, Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. except as hereinafter set forth, Seller shall have the right, but not the obligation at seller’s sole election, either to take such action as Seller may deem advisable to remove, remedy, discharge or comply with such Defects or to cancel this contract; (except as set forth below)ii) if Seller elects to take action to remove, to remedy or cure any comply with such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser defects, Seller shall have the continuing right to have such title examination and Title Commitments updated be entitled from time to time, and upon Notice to obtain updates Purchaser, to adjourn the Surveydate for Closing hereunder for a period or periods not exceeding 60 days in the aggregate (but not extending beyond the date upon which Purchaser’s mortgage commitment, if any, shall expire), and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser for closing shall be entitled adjourned to object (in the same manner as set forth hereinabove) to matters shown a date specified by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s noticebeyond such a period. If for any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In additionreason whatsoever, Seller shall not allow any easementshave succeeded in removing, liensremedying or complying with such defects at the expiration of such adjournment(s), leasesand if Purchaser shall still be unwilling to waive the same and to close title without abatement of the purchase price, licenses, permits or other encumbrances to be placed on or granted with respect then either party may cancel this contract by Notice to the Propertyother given within 10 days after such adjournment date; (iii) notwithstanding the foregoing, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except existing mortgage (unless this sale is subject to the extent expressly permittedsame) and any matter created by Seller after the date hereof shall be released, discharged, or consented to in writing otherwise cured by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits Seller at or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing.
(c) If this contract is cancelled pursuant to its terms, other than as a result of Purchaser’s default, this contract shall terminate and come to an end, and neither party shall have any further rights, obligations or liabilities against or to the other hereunder or otherwise, except that; provided(i) Seller shall promptly refund or cause the Escrowee to refund the Downpayment to Purchaser and, howeverunless cancelled as a result of Purchaser’s default or pursuant to paragraph 8, that to reimburse Purchaser for the net cost of examination of title, including any easements appropriate additional charges related thereto, and the net cost, if actually paid or encumbrances that are taken incurred by eminent domain Purchaser, for updating the existing survey of the Premises or of a new survey, and (ii) the obligations under paragraph 21 shall be governed by survive the terms termination of Section 5 immediately belowthis contract. NO SURVEY WORK WILL START UNTIL THE TITLE REPORT HAS BEEN COMPLETED AND PROVIDED TO COUNSEL FOR THE SELLER AND THE BUYERS. IF THE BUYERS TERMINATE THE CONTRACT BECAUSE OF A DEFECT OR DEFECTS IN TITLE, THEY SHALL RECEIVE FROM THE SELLER $500. IF THE BUYERS CONTINUE WITH THE TRANSACTION AFTER RECEIVING THE TITLE REPORT AND HAVING 7 DAYS TO REVIEW IT, AND THE SURVEY THEN REVEALS THAT TITLE IS FLAWED, THE BUYERS SHALL RECEIVE $2,400 FROM THE SELLER UPON ELECTING TO TERMINATE THE CONTRACT.
Appears in 1 contract
Samples: Residential Contract of Sale
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right Seller’s title to obtain, at Purchaser’s expense, a current survey of the Property examined and give written notice to Seller of any objections to title, including and objections based on the Survey, on or before the Closing Date (the “Updated Survey”) and an ALTA Title Commitment for as defined herein). In addition, Purchaser may reexamine Seller’s title to the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, time and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of recordadditional objections not disclosed by such initial title examination. Purchaser may object to any deed to secure debt, mortgage, lien, financing statement, security interest, easement, lease, restrictive covenant, agreement, option, or other instrument or matter which impairs the marketability or development of or encumbers title to the Property. Upon receipt of any written notice of title objections from Purchaser, Seller shall within five days after receipt of such objections, deliver notice to Purchaser whether Seller will or will not satisfy such title objections arising from any Seller’s breach of the covenants in Section 6.4. In addition, notwithstanding anything to the contrary contained herein, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay in full and cause to be cancelled and discharged or otherwise created, after cause Purchaser’s title company to insure over all mechanics’ and contractors’ liens which encumber the effective Property as of the date of Closing; (ii) pay in full all part due ad valorem taxes and assessments of any kind constituting a lien against the initial Title Commitment property; and being revealed by (iii) cause to be released all loan security documents which encumber the Property and any title examination, Survey other monetary lien or investigation of encumbrance against the Property. Within 10 days following receipt of written notice that Seller shall not satisfy such title obligation, and Purchaser shall be entitled deliver written notice to object (in the same manner as set forth hereinabove) Seller that it elects either to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title waive such objection and to close the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser transaction in writing shall become part accordance with the terms of the Permitted Encumbrancesthis Agreement; or (b) terminate this Agreement by written notice to SellerAgreement, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding event the foregoing, Seller, at Seller’s sole cost and expense, Xxxxxxx Money shall be obligated promptly refunded to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liensPurchaser by Escrow Agent, and other monetary liens against the Property, whether neither party shall have any further rights or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, obligations hereunder except to the extent those which expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision survive termination of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Examination. Within Purchaser shall notify Seller in writing (the "TITLE NOTICE") prior to the expiration of the Title Review Period which exceptions to title (including survey matters), if any, will not be accepted by Purchaser. If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title by the expiration of the Title Review Period, Purchaser shall be deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have three (3) days after receipt of the Title Notice to notify Purchaser (a) that Seller will remove such objectionable exceptions from title on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond thirty (30) days after Purchaser’s exercise days; or (b) that Seller elects not to cause such exceptions to be removed; provided that Seller shall pay or discharge any monetary liens created, assumed or consented to by Seller. The procurement by Seller of a commitment for the issuance of the OptionTitle Policy (as defined in Section 4.6 hereof) or an endorsement thereto insuring Purchaser against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval subject to Purchaser's reasonable approval thereof. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have until the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any expiration of the Title Objections are not so cured or remedied, or provision satisfactory Review Period in which to notify Seller that Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have will nevertheless proceed with the right purchase and option to either: (a) accept take title to the Property subject to said uncured Title Objections such exceptions, or that Purchaser elects will terminate this Agreement. If Purchaser shall fail to accept, and any Title Objection accepted by Purchaser in writing shall become part notify Seller of its election on or before the expiration of the Permitted Encumbrances; or (b) Title Review Period, Purchaser shall be deemed to have elected to terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, Agreement. If this Agreement shall terminate, be null and void and of no further force is terminated or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect deemed terminated pursuant to the Propertyforegoing provisions of this paragraph, nor then neither party shall Seller convey have any further rights in or obligations hereunder (except for those obligations of either party that expressly survive the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision termination of this Agreement pursuant to the contraryother provisions of this Agreement), Seller shall, at its sole cost Three Hundred Thousand and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain no/100 Dollars ($300,000.00) of the Deposit shall be governed by paid to Seller and the terms balance of Section 5 immediately belowthe Deposit shall be returned to Purchaser and each party shall bear its own costs incurred hereunder.
Appears in 1 contract
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have until the right to obtainexpiration of the Inspection Period, at Purchaser’s 's sole expense, a current to obtain title and survey examinations of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from owner's title insurance commitments, in form and substance, and issued by a title company insurance company, acceptable to Purchaser (and subject only to those exceptions to title to the “Title Company”), setting forth Property Purchaser agrees to accept. If Purchaser is not satisfied with the status state of title or survey matters to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating Purchaser shall notify Seller of such title or survey objections in writing ("OBJECTIONS NOTICE") prior to the Property (expiration of the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”)Inspection Period. If the Title Commitment and/or Updated Survey reveals any exception(sSeller does not agree in writing ("SELLER'S RESPONSE") to title to which Purchaser objects within five (a “Title Objection”5) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing days of Seller's receipt of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller Objection Notice to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), attempt to remedy or cure any such Title Objection(s) during the twenty title or survey objections raised by Purchaser (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. which Seller shall have the right, but not the obligation (except as set forth belowbe obligated to do), to remedy those Title Objections identified by then Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) may terminate this Agreement by providing written notice thereof to Seller within five (5) days of Purchaser's receipt of the Seller's Response or if no such written notice is received by Purchaser within five (5) days of the date Seller's Response was due, in which event the Deposit shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. If (i) Purchaser fails to deliver an Objections Notice, or (ii) Seller does not agree in writing to attempt to cure any such noticed title or survey objections and Purchaser fails to terminate this Agreement pursuant hereto, then, in either event, Purchaser shall be deemed to have waived any such title or survey objections and shall proceed to Closing without any reduction in the Purchase Price, in which event the Property will be conveyed to Purchaser subject to such title or survey objections and such title or survey objections shall thereafter constitute "PERMITTED EXCEPTIONS" for all purposes of this Agreement. If Seller undertakes in writing to attempt to cure any noticed title or survey objections raised by Purchaser, but Seller is unable to cure such title or survey objections at or prior to Closing, then, subject to Section 6.2, Purchaser may terminate this Agreement by providing written notice thereof to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding event the foregoing, Seller, at Seller’s sole cost and expense, Deposit shall be obligated returned to cure Purchaser and neither party shall have any further rights or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowobligations hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Columbia Equity Trust, Inc.)
Title Examination. Within thirty (30A) days after Seller shall provide to Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a (collectively, the “Title Documents”): (a) current survey commitments for title insurance for: (i) the Richmond Property and (ii) the Vxxxxxx Property, each in the amount of the Purchase Price allocated to each Individual Property (collectively, the “Updated SurveyCommitment”) and an ALTA from Chicago Title Commitment for the Property from a title company acceptable to Purchaser Insurance Company (the “Title Company”), setting forth together with copies of the status of title to the Propertyexception documents, and showing all liens(b) a copy of a survey for each Individual Property (collectively or individually as the context may require, claimsthe “Survey”). On or before March 10, encumbrances2006 (the “Notice Date”), reservations, restrictions and other matters, if any, relating to Purchaser shall notify Seller in writing of any title or survey matters listed in the Property Title Documents of which Purchaser disapproves (the “Title CommitmentObjections”), including legible copies except that Purchaser shall not object to liens for real estate taxes not yet due and payable. Any matters to which Purchaser does not object as provided above shall be deemed to be “Permitted Exceptions”. Seller shall notify Purchaser on or before the expiration of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment the Study Period (the “Exception DocumentsSeller Notice Date”)) whether it will take all action necessary to eliminate or cure such Title Objections or to make arrangements to have such Title Objections eliminated, cured, or removed from title in a manner reasonably acceptable to Purchaser at or prior to the Closing at no cost or expense to Purchaser. If the Title Commitment and/or Updated Survey reveals any exception(s) Seller fails to title to which notify Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller is willing to eliminate or cure or remove such Title Objections. , then Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right be deemed to have elected not to take such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Propertyaction, and Purchaser shall have right to terminate this Agreement by written notice from Purchaser to Seller given within two (2) days after the Seller Notice Date. If Purchaser fails to terminate this Agreement within such two (2) day period, then such matters shall be entitled deemed to object be Permitted Exceptions and Purchaser shall have waived its right to terminate this Agreement.
(B) If Purchaser becomes aware of any changes in the same manner as set forth hereinaboveTitle Documents disclosed after the Notice Date (the “Stub Period Title Matters”) which are not acceptable to matters shown by Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the updated “Stub Period Title Commitments Objections”) on or updated Survey before the sooner to occur of five (5) days after receipt of written notice thereof or investigationsthe Closing Date. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed to approve the applicable Stub Period Title Matter. If Purchaser delivers a notice of Stub Period Title Objections, Seller shall have the right, but not the obligation five (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (205) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory receipt thereof to notify Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: that either (a) accept Seller will take all action necessary to eliminate or cure such Stub Period Title Objections or make arrangements to have such Stub Period Title Objections eliminated, cured or removed from title, or (b) Seller elects not to cause such Stub Period Title Objections to be removed, provided that Seller shall be obligated to cause the removal of such Stub Period Title Objections as can be cured, eliminated or removed solely with the payment of money by Seller not to exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00) in the aggregate (the “Stub Period Must Removes”), it being agreed that Seller shall not in any event be obligated to cause the removal of any Stub Period Title Objection except for the Stub Period Must Removes. If Seller gives Purchaser notice under clause (b) above or fails to respond to Purchaser’s notice of Stub Period Title Objections within said five (5) day period, Purchaser shall have five (5) business days in which to notify Seller that Purchaser will either proceed with the purchase and take title to the Property subject to said uncured such Stub Period Title Objections, in which event the Stub Period Title Objections shall constitute Permitted Exceptions hereunder, or that Purchaser elects will terminate this Agreement. If this Agreement is terminated pursuant to acceptthe foregoing provisions of this paragraph, then neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), and any Title Objection accepted by the Deposit shall be returned to Purchaser. If Purchaser in writing fails to notify Seller of its election within said five (5) day period, Purchaser shall become part of the Permitted Encumbrances; or (b) be deemed to have waived its right to terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement and shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior proceed to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below.
Appears in 1 contract
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right Seller’s title to obtain, at Purchaser’s expense, a current survey of the Property (examined and give written notice to Seller of any objections to title, including any objections based on the “Updated Survey”) and an ALTA Title Commitment for , on or before the Inspection Date, as defined in Section 7.1 below. In addition, Purchaser may reexamine Seller’s title to the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, time and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing additional objections to matters placed of record, or otherwise created, record after the effective date of such initial title examination. Purchaser may object to any deed to secure debt, mortgage, lien, financing statement, security interest, easement, lease, restrictive covenant, agreement, option, or other instrument or matter which impairs the initial Title Commitment and being revealed by marketability or development of or encumbers title to the Property. Upon receipt of any written notice of title objections from Purchaser, Seller shall within five (5) business days after receipt of such objections, deliver notice to Purchaser (“Seller’s Objection Response”) whether Seller will or will not satisfy such title objections; provided that Seller shall satisfy or correct, at Seller’s expense, any title examination, Survey or investigation objections arising from any breach of the covenants in Section 6.4 by Seller which breach is material in nature (each, a “Breach IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4891-1496-8876v2" "" 4891-1496-8876v2 Objection”). In addition, notwithstanding anything to the contrary herein contained, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay in full and cause to be canceled and discharged or otherwise cause Purchaser’s title company to insure over all mechanics’ and contractors’ liens which encumber the Property as of the date of Closing and which have been placed on the Property by a contractor of Seller or by a subcontractor of Seller’s contractor; (ii) pay in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property; and (iii) other than in connection with the assumption of the MFP Loan, as defined below, cause to be released all loan security documents which encumber the Property and any other monetary lien or encumbrance against the Property (the liens in (i), (ii) and (iii) collectively, “Monetary Liens”). In the event that Seller does not timely provide Seller’s Objections Response to Purchaser, it shall be deemed all objections other than Breach Objections and Monetary Liens will not be satisfied by Seller. Within ten (10) days following receipt of written notice that Seller shall not satisfy such title objections, or Seller is deemed not to satisfy such title objections, Purchaser shall be entitled deliver written notice to object (in the same manner as set forth hereinabove) Seller that it elects either to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to waive such objections and close the Property subject to said uncured Title Objections that Purchaser elects to accepttransaction in accordance with the terms of this Agreement, and any Title Objection accepted by Purchaser in writing such waived objections shall become part of the Permitted EncumbrancesExceptions; or (b) terminate this Agreement by written notice to SellerAgreement, in which event, immediately upon receipt of said notice, this Agreement event the Exxxxxx Money shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, promptly refunded to Purchaser by Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and neither Seller nor Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser have any further rights or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, obligations hereunder except to the extent those which expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision survive termination of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowAgreement.
Appears in 1 contract
Title Examination. Within thirty Buyer shall notify Seller in a reasonably detailed writing (30the "Title Notice") days after Purchaser’s exercise prior to the expiration of the Option, Purchaser shall have the right Contingency Period which exceptions to obtain, at Purchaser’s expense, a current title (including survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”matters), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating will not be accepted by Buyer and the specific reasonable grounds for disapproval thereof. Any exception to title, which Buyer fails to disapprove prior to the Property expiration of the Contingency Period, shall be deemed conclusively to have been approved by Buyer. If Buyer notifies Seller in writing that Buyer objects to an exception to title, then Seller shall have five (5) business days after receipt of the “Title Commitment”)Notice to notify Buyer that Seller either (a) will remove such objectionable exception from title on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to effect such cure, including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions but not beyond fifteen (15) days; or (b) elects not to said Title Commitment cause such exception to be removed (the “Exception Documents”a "Non-Removal Notice"). If Seller fails to notify Buyer of its election within said five (5) day period, then Seller shall be deemed to have delivered a Non-Removal Notice as to that exception. The procurement by Seller of a commitment for the issuance of the Title Commitment and/or Updated Survey reveals Policy or an endorsement thereto reasonably satisfactory to Buyer and insuring Buyer against any exception(s) title exception, which was disapproved pursuant to title to which Purchaser objects (this Section 2.2, shall be deemed a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained cure by Seller in connection with the closing of the Mezzanine Loan and/or such disapproval, If Seller gives (iior is deemed to have given) permitted by this Agreement Buyer a Non-Removal Notice, then Buyer shall have two (collectively, the “Permitted Encumbrances”), Purchaser may 2) business days within which to notify Seller in writing that it would like Seller Buyer elects to cure or remove such Title Objections. Seller shall have either (i) nevertheless proceed with the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination purchase and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Property subject to said uncured Title Objections that Purchaser elects to acceptsuch exceptions, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (bii) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect pursuant to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms provisions of Section 5 immediately below.3.4
Appears in 1 contract
Samples: Purchase and Sale Agreement (Income Growth Partners LTD X)
Title Examination. Within thirty Purchaser shall notify Seller in writing (30the "Title Notice") prior to the expiration of the Title Inspection Period which exceptions to title (including survey matters), if any, will not be accepted by Purchaser. If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title by the expiration of the Title Inspection Period, Purchaser shall be deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have five (5) business days after Purchaser’s exercise receipt of the OptionTitle Notice to notify Purchaser of either of the following: (a) that Seller will remove such objectionable exceptions from title on or before the Closing; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to notify Purchaser within such five-business-day period, then Seller shall be deemed to have made an election under the foregoing clause (b). Notwithstanding the foregoing or any other provision of this Agreement, all deeds of trust, mortgages and other monetary liens caused by Seller (but not non-delinquent improvement or public facilities bonds) disclosed in the PTR are to be satisfied by Seller. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 2.5 hereof) or an endorsement thereto insuring Purchaser against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have three (3) business days after the right date of such notice in which to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to notify Seller that Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection will nevertheless proceed with the closing purchase in accordance with the provisions of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Property subject to said uncured Title Objections such exceptions, or that Purchaser elects will terminate this Agreement. Purchaser's failure to acceptrespond within such three-business-day period shall be deemed an election to terminate this Agreement. If, despite Seller's election to eliminate any disapproved exception under clause (a) above, the exception has not been eliminated on or before the Closing, Purchaser, at its option and any Title Objection accepted by Purchaser sole discretion, may either: (a) elect in writing shall become part of the Permitted Encumbrancesto waive its prior disapproval; or (b) terminate treat the failure to eliminate the exception as a failure of a contingency under this Agreement by written notice to SellerAgreement, in which event, immediately upon receipt of said notice, event the Escrow shall be cancelled and this Agreement shall terminatebe terminated. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, be null and void and then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of no further force or effect. Notwithstanding either party pursuant to the foregoingother provisions of this Agreement), Seller, at Seller’s sole cost and expense, the Deposit shall be obligated returned to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics Purchaser and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser each party shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at bear its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowown costs incurred hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (BioMed Realty Trust Inc)
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser Buyer shall have the right to obtain, at Purchaser’s expense, a current survey of examine the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, Property and showing all liens, claims, encumbrances, reservations, restrictions Seller shall obtain and other matters, if any, relating deliver to the Property Buyer a title commitment (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions ) from the Escrow Agent within fifteen (15) days after Xxxxx has delivered the Deposit to said the Escrow Agent. If Buyer has any objections to the title to the Property or the Title Commitment or any survey matter, Buyer shall advise Seller in writing prior to the expiration of the fifteen (15) days following receipt of the Title Commitment and the survey obtained by Xxxxx (the “Exception DocumentsTitle Examination Period”) of its objections to title. The objections to title may be based on a survey of the Property obtained by Buyer under Paragraph 9. If Buyer timely objects to any title exception or survey matter (the “Title Objections”), Seller may, but will not be obligated to, cure such Title Objections and shall notify Buyer in writing within five (5) Business Days after the receipt of the Title Objections of the status of such cure (said notice hereinafter called “Seller’s Title Notice”). If Seller notifies Buyer that Seller is unable or unwilling to cure any Title Objection (or Seller’s proposed efforts to cure are not satisfactory to Buyer), Buyer shall be deemed to have waived such Title Objections (and any title matters of record as of the Title Commitment and/or Updated Survey reveals any exception(sEffective Date) unless Xxxxx delivers to title to which Purchaser objects (a “Title Objection”) and is(are) not either Seller written notice terminating this Agreement on or before the later of (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing ten (10) days following receipt of the Mezzanine Loan and/or Seller’s Title Notice or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify expiration of the Inspection Period. If Seller in writing that it would like Seller elects to cure or remove certain Title Objections, Seller shall use good faith efforts to cure such Title Objections. Seller shall have Objections on or before the rightOutside Closing Date, but not the obligation (except as set forth below), Seller’s failure to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser Objections shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall not be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate deemed a default under this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effectAgreement. Notwithstanding the foregoing, SellerSeller covenants to cure, at Seller’s sole cost and expenseor prior to Closing, shall all objections that may be obligated to cure or remove at or before Closing all mortgagessatisfied by the payment of a fixed sum of money, including, without limitation, any deeds of trust, deeds to secure debt, judgments mortgages or statutory liens, mechanics real estate tax liens (other than liens for taxes and materialman’s liensassessments not yet delinquent) and any other involuntary encumbrances, including, without limitation, judgments, attachments and executions, and other monetary liens against Seller’s failure to cure such objections shall be a default under this Agreement. If Seller fails to timely provide Seller’s Title Notice, Buyer shall be deemed to have waived the PropertyTitle Objections, whether unless Xxxxx delivers to Seller written notice terminating this Agreement on or not Purchaser objects theretobefore the later of (i) ten (10) Business Days after the five (5) Business Day period in which Seller was obligated to provide Seller’s Title Notice or (ii) the expiration of the Inspection Period. If Buyer terminates this Agreement pursuant to this Paragraph 8, (a) the Deposit shall be promptly returned to Buyer by the Escrow Agent, (b) this Agreement shall be terminated, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, (c) neither Buyer nor Seller shall not have any further rights or obligations under this Agreement, except in those sections which expressly survive the termination of this Agreement. Seller shall allow any easements, liens, leases, licenses, permits no encumbrances or other encumbrances easements to be placed on or granted with respect to the Property, nor shall Seller convey any rights in other than those existing as of the PropertyEffective Date, without the prior written consent of Purchaser, except to the extent expressly permitted, Buyer (which may be granted or consented to withheld in writing by Purchaser under the Mezzanine Loan DocumentsBuyer’s sole discretion). If any such prohibited easements, liens, leases, licenses, permits encumbrances or other encumbrances easements arise after the Effective Date, notwithstanding any other term or provision of this Agreement prior to the contraryClosing Date and Buyer has not consented thereto, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such cure the matters objected to prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowOutside Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (AEI Income & Growth Fund 26 LLC)
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtainuntil April 27, at Purchaser’s expense, a current survey of the Property 2012 (the “Updated Survey”"Title Exam Deadline") and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser notify Seller in writing (the “"Title Company”Notice") which exceptions to title (including matters disclosed by the Existing Survey or the Survey), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating will not be accepted by Purchaser. Any exception to title or matter disclosed in the Property (the “Title Commitment”), including legible copies of all encumbrancesthe Existing Survey, restrictive covenants and other documents evidencing exceptions or the Survey to said which Purchaser does not object by the Title Commitment Exam Deadline shall be deemed Permitted Exceptions (the “Exception Documents”as defined in Section 2.4 hereof). If Purchaser gives Seller a Title Notice on or prior to the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelyExam Deadline, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below)obligation, to remedy attempt to remove, satisfy or otherwise cure any such exceptions or matters identified in such Title Objection(s) during Notice, except for the twenty Must Removes (20) day period following Seller’s receipt thereof (the “Cure Period”as hereinafter defined). Purchaser Within two (2) business days after receipt of Purchaser's Title Notice ("Seller's Notice Period"), Seller shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, to Purchaser stating either (a) that Seller will remove such objectionable exceptions or otherwise created, after matters from title on or before the effective date of Closing (as defined in Section 4.1 hereof); provided that Seller may extend the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser Closing Date (as defined in Section 4.1 hereof) for such period as shall be entitled required to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the righteffect such cure, but not the obligation beyond thirty (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (2030) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrancesdays; or (b) that Seller elects not to cause such objectionable exceptions or matters to be removed. If Seller fails to give written notice of its election within Seller's Notice Period, Seller shall be deemed to have elected not to attempt to cure the exceptions or matters objected to in such Title Notice. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 4.6(e) hereof) or an endorsement thereto (in a form reasonably acceptable to Purchaser) insuring Purchaser against any title exception or matter which was properly objected to by Purchaser in a Title Notice pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives Purchaser notice under clause (b) above, then Purchaser shall have the right to terminate this Agreement by upon written notice to Seller given within five (5) business days after the expiration of the Seller's Notice Period, and in which event, immediately upon receipt of said such event the Deposit shall be promptly returned to Purchaser. If Seller gives Purchaser notice under clause (b) above or fails to give Purchaser such a notice, and Purchaser fails to terminate this Agreement on or prior to the expiration of the Inspection Period, then such objectionable exceptions or matters will be deemed to constitute Permitted Exceptions, except for any Must Removes. If this Agreement is terminated pursuant to the foregoing provisions of this Section 2.2, then neither party shall terminatehave any further rights or obligations hereunder (except for those obligations of a party that expressly survive the termination of this Agreement), the Deposit shall be null returned to Purchaser and void and of no further force or effecteach party shall bear its own costs incurred hereunder. Notwithstanding the foregoingforegoing or anything in Sections 2.3 or 2.4 to the contrary, Seller(a) any "Must Removes" (as defined below) shall not be Permitted Exceptions hereunder (and Purchaser shall not be required to notify Seller of its objection thereto) and (b) at Closing, at Seller’s sole cost and expenseSeller shall cause the Must Removes to be released of record, deleted from the Title Policy or insured over by the Title Company pursuant to an endorsement reasonably satisfactory to Purchaser. For the purposes of this Section 2.2, the term "Must Removes" shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, mean (i) the mortgage and other monetary liens against instruments securing Seller's mortgage loan which encumbers the Property, whether (ii) any judgment liens against Seller in the amount of $100,000 or not Purchaser objects theretoless, and (iii) any tax or mechanic's lien which encumbers the Property and was created by or results from the acts or omissions of Seller except for (x) the lien of real estate taxes and assessments not due and payable and (y) mechanic's liens arising out of tenant improvement work (i) being performed by a tenant under such tenant's Lease so long as such tenant has an obligation to remove said lien or indemnify the landlord with respect to such lien pursuant to its Lease, and (ii) being performed by Seller as landlord under the Leases, for which Purchaser is responsible or shall receive a credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalfpursuant to Section 4.4(b)(v) hereof. In addition, Seller no event shall not allow any easements, liens, leases, licenses, permits or other encumbrances to Must Removes be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowconsidered Permitted Exceptions.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Examination. Within thirty (30a) days after Purchaser’s exercise of During the Optionperiod beginning upon the Effective Date and ending at 5:00 p.m. (local time at the Properties) on December 15, Purchaser 1997 (hereinafter referred to as the "Title Inspection Period"), Buyer shall have the right to obtain, at Purchaser’s expense, a current survey of ----------------------- review the Property (the “Updated Survey”) Title Documents and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth otherwise examine the status of title to the PropertyProperties.
(b) During the Title Inspection Period, Buyer shall have the right (but not the obligation) at Buyer's expense to obtain and showing all liensapprove, claimsnew or updated ALTA surveys of the Properties to be prepared by a licensed surveyor or engineer hired by Buyer (collectively, encumbrances, reservations, restrictions the "Surveys"). Any ALTA "extended ------- coverage" supplemental reports for the Properties covered by the Surveys shall be obtained by Buyer at Buyer's sole cost and other expense.
(c) Buyer shall notify Seller in writing (the "Title Notice") prior ------------ to the expiration of the Title Inspection Period which exceptions to title (including survey matters), if any, relating will not be accepted by Buyer. If Buyer fails to notify Seller in writing of any exceptions to title by the expiration of the Title Inspection Period, then Buyer shall be deemed to have approved the condition of title to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing Real Property. If Buyer notifies Seller in writing that Buyer objects to any exceptions to said Title Commitment title, then Seller shall have three (the “Exception Documents”). If 3) business days after receipt of the Title Commitment and/or Updated Survey reveals any exception(s) Notice to title to which Purchaser objects (a “Title Objection”) and is(are) not either notify Buyer in writing (i) listed as that Seller will remove such objectionable exceptions from title exceptions in on or before the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or Closing; or (ii) permitted by this Agreement that Seller elects not to cause such exceptions to be removed. If Seller fails to notify Buyer in writing of its election within said three (collectively3) business day period, the “Permitted Encumbrances”)Seller shall be deemed to have elected not to cause such exception to be cured. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 2.5 hereof) or an endorsement thereto insuring Buyer against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives Buyer notice under clause (ii) above, Purchaser may then Buyer shall have three (3) business days within which to notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have Buyer will nevertheless proceed with the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination purchase and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Real Property subject to said uncured Title Objections such exceptions, or that Purchaser elects Buyer will terminate this Agreement. If this Agreement is terminated pursuant to acceptthe foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit and any Title Objection accepted by Purchaser all interest thereon shall be returned to Buyer and each party shall bear its own costs incurred hereunder. If Buyer fails to notify Seller in writing of its election within said three (3) business day period, then Buyer shall become part of be deemed to have elected to proceed with the Permitted Encumbrances; or (b) terminate this Agreement by written notice purchase and take title to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effectthe Real Property subject to such exceptions. Notwithstanding the foregoing, SellerBuyer need not disapprove any monetary lien representing monies owed, at Seller’s sole cost and expense, shall be obligated as Seller hereby agrees to cure or remove at or before Closing cause all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other such monetary liens against the Property(other than non-delinquent ad valorem real estate taxes and assessments) to be removed prior to Closing. If Seller fails to remove any such monetary lien prior to Closing, whether then either Buyer or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove Seller may apply such matters against portion of the Purchase Price provided as is necessary to cause the same is actually paid by Purchaser or Title Company on Seller’s behalf. In additionremoval of such items concurrently with the Closing, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances and the proceeds of escrow to be placed on or granted with respect otherwise distributed to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain upon Closing shall be governed reduced by the terms of Section 5 immediately belowamount so applied.
Appears in 1 contract
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove"TITLE NOTICE") to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s noticethe Effective Date which exceptions to title (excluding Survey matters), if any, will not be accepted by purchaser. If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title prior to 5:00 p.m. Pacific Time on the Approval Date, Purchaser shall be deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have seven (7) business days after receipt of the Title Objections are not so cured or remedied, or provision satisfactory Notice to notify Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to eitherof either of the-following: (a) accept that Seller will remove such objectionable exceptions from title on or before the Closing; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to notify Purchaser within such seven (7) business-day period, then Seller shall be deemed to have made an election under the foregoing clause (b). Notwithstanding the foregoing or any other provision of this Agreement, all monetary obligations disclosed in the PTR constituting a lien against the Real Property, other than the Loan, are to be satisfied by Seller. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 2.5 hereof) or an endorsement thereto insuring Purchaser against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have three (3) business days after the date of such notice in which to notify Seller that Purchaser will nevertheless proceed with the purchase in accordance with the provisions of this Agreement and take title to the Property subject to said uncured Title Objections such exceptions, or that Purchaser elects will terminate this Agreement. Purchaser's failure to acceptrespond within such three-business-day period shall be deemed an election to terminate this Agreement. If, despite Seller's election to eliminate any disapproved exception under clause (a) above, the exception has not been eliminated on or before the Scheduled Closing Date, Purchaser, at its option and any Title Objection accepted by Purchaser sole discretion and as its sole right and remedy, may either: (a) elect in writing shall become part of to waive its prior disapproval; (b) if the Permitted Encumbrancesexception represents a monetary obligation, instruct Escrow Holder to deduct from Seller's proceeds hereunder the amount necessary to satisfy the obligation and thereby eliminate the exception; or (bc) terminate treat the failure to eliminate the exception as a failure of a contingency under this Agreement by written notice to SellerAgreement, in which event, immediately upon receipt of said noticeas Purchaser's sole right and remedy, Purchaser may elect to cancel the Escrow and this Agreement shall terminatebe terminated. If this Agreement is terminated pursuant to the foregoing provisions of this Section, be null and void and then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of no further force or effect. Notwithstanding either party pursuant to the foregoingother provisions of this Agreement), Seller, at Seller’s sole cost and expense, the Deposit shall be obligated returned to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liensPurchaser, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser each party shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at bear its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowown costs incurred hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (BioMed Realty Trust Inc)
Title Examination. Within thirty (30a) days after Purchaser’s exercise Following execution of the Optionthis Agreement, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey obtain and review (i) new or updated ALTA surveys of the Owned Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from to be prepared by a title company acceptable to licensed surveyor or engineer hired by Purchaser (the “Title Company”"REAL ESTATE SURVEYS"), setting and (ii) an ALTA "extended coverage" supplemental report or reports for the Owned Property covered by the Real Estate Survey, provided Purchaser satisfies any other Title Company requirements for the issuance thereof (the "TITLE REPORT"). Purchaser shall bear the cost of the Real Estate Surveys. The cost for the ALTA supplemental report shall be allocated among the Beneficial Owners and the Purchaser such that the Beneficial Owners shall pay for any costs that would have been charged for a standard title insurance policy and the Purchaser shall pay for any expenses relating to the ALTA policy that exceeds the cost of a standard title insurance policy.
(b) Purchaser shall notify Beneficial Owners in writing (the "TITLE NOTICE") prior to the day which is five days following the receipt of Sellers' most recent survey for each of the Acquired Facilities (hereinafter referred to as the "TITLE INSPECTION PERIOD"), which exceptions to title (including survey matters), if any, will not be accepted by Purchaser. Notwithstanding anything to the contrary set forth herein, Purchaser may not object to any issue, restriction or condition that is described in the status Prior Surveys (as defined in SCHEDULE 1.6(b)), except for the matters described on SCHEDULE 1.6(b). If Purchaser fails to notify Beneficial Owners in writing of any exceptions to title by the expiration of the Title Inspection Period, then Purchaser shall be deemed to have approved the condition of title to the Owned Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating . If Purchaser notifies Beneficial Owners in writing that Purchaser objects to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing any exceptions to said Title Commitment title, then Sellers shall have five (the “Exception Documents”). If 5) days after receipt of the Title Commitment and/or Updated Survey reveals any exception(s) Notice to title to which notify Purchaser objects (a “Title Objection”) and is(are) not either in writing (i) listed as that Sellers will remove such objectionable exceptions from title exceptions in on or before the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or Closing; or (ii) permitted by this Agreement that Sellers elect not to cause such exceptions to be removed. If Sellers fail to notify Purchaser in writing of their election within said five (collectively5) day period, the “Permitted Encumbrances”)Seller shall be deemed to have elected not to cause such exception to be cured. The procurement by Sellers of a commitment for the issuance of the Title Policy (as defined in Section 1.6(e) hereof) or an endorsement thereto satisfactory to Purchaser and insuring Purchaser against any title exception which was disapproved pursuant to this Section 1.6(b) shall be deemed a cure by Sellers of such disapproval. If Sellers give Purchaser notice under clause (ii) above, then Purchaser may shall have five (5) days within which to notify Seller in writing that it would like Seller Purchaser will either nevertheless proceed with the purchase and take title to cure the Owned Property subject to such exceptions, or remove such Title Objectionsthat Purchaser will terminate this Agreement. Seller If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have the right, but not the obligation any further rights or obligations hereunder (except as set forth belowfor any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit and all interest thereon shall be returned to remedy or cure any such Title Objection(s) during the twenty Purchaser and each party shall bear its own costs incurred hereunder. If Purchaser fails to notify Seller in writing of its election within said five (205) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to timeperiod, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and then Purchaser shall be entitled deemed to object (in have elected to proceed with the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right purchase and option to either: (a) accept take title to the Owned Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effectsuch exceptions. Notwithstanding the foregoing, SellerPurchaser need not disapprove any monetary lien representing monies owed, as Seller hereby agrees to cause all such monetary liens (other than non-delinquent ad valorem real estate taxes and assessments) to be removed at or prior to Closing.
(c) PRE-CLOSING "GAP" TITLE DEFECTS. Purchaser may, at Seller’s sole cost and expenseor prior to Closing, shall be obligated notify Beneficial Owners in writing (the "GAP NOTICE") of any objections to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against title (a) raised by the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to changes in title between the Property, nor shall Seller convey any rights in expiration of the Property, without Title Inspection Period and the Closing and (b) title defects that are not of record and not disclosed by the Title Company or otherwise known to Purchaser prior written consent of Purchaser, except to the extent expressly permitted, or consented expiration of the Title Inspection Period. Purchaser must notify Beneficial Owners of such objection to in writing by Purchaser under title within five (5) days of being made aware of the Mezzanine Loan Documentsexistence of such exception. If any Purchaser sends a Gap Notice to Beneficial Owners, then Purchaser and Sellers shall have the same rights and obligations with respect to such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement notice as apply to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of a Title Notice under Section 5 immediately below1.6(b) hereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (SHG Holding Solutions Inc)
Title Examination. Within thirty (30a) days after Purchaser’s exercise Following execution of the Optionthis Agreement, Purchaser Buyer shall have the right to obtainobtain and review (i) current title commitment for each Real Property issued by Chicago Title Insurance Company (the "TITLE COMPANY"), to be obtained by Buyer at Purchaser’s Buyer's expense; (ii) copies of all documents referred to in the title commitment (collectively items (i) and (ii) are referred to as the "TITLE COMMITMENT"), (iii) a current new or updated ALTA survey of the such Real Property (the “Updated Survey”"REAL ESTATE SURVEYS"), and (iv) and an ALTA Title Commitment copies of the most recent property tax bills for such Real Property. Buyer shall bear the Property from a title company acceptable cost of the Real Estate Surveys, if Buyer elects to Purchaser obtain the same.
(b) Buyer shall notify Sellers in writing (the “Title Company”"TITLE NOTICE") prior to August 20, 2007 (hereinafter referred to as the "TITLE INSPECTION PERIOD"), setting forth which exceptions to title (including survey matters), if any, will not be accepted by Buyer. If Buyer fails to notify Sellers in writing of any exceptions to title by the status expiration of the Title Inspection Period, then Buyer shall be conclusively deemed to have approved the condition of title to the applicable Real Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating . If Buyer notifies Sellers in writing that Buyer objects to any exceptions to title prior to the Property (the “Title Commitment”), including legible copies expiration of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(sInspection Period, then Sellers shall have five (5) business days after receipt of the Title Notice to title to which Purchaser objects (a “Title Objection”) and is(are) not either notify Buyer in writing (i) listed as that Sellers will remove such objectionable exceptions from title exceptions in on or before the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or Closing; or (ii) permitted that Sellers elect not to cause such exceptions to be removed. If Sellers fail to notify Buyer in writing of their election within said five (5) business day period, Sellers shall be deemed to have elected not to cause such exception to be cured. The procurement by Sellers of a commitment for the issuance of the Title Policy (as defined in Section 1.6(e) hereof) or an endorsement thereto reasonably satisfactory to Buyer and insuring Buyer against any title exception which was disapproved pursuant to this Agreement Section 1.6(b) shall be deemed a cure by Sellers of such disapproval. If Sellers give Buyer notice under clause (collectivelyii) above, then Buyer shall have five (5) business days within which to notify the “Permitted Encumbrances”), Purchaser may notify Seller Sellers in writing that it would like Seller to cure or remove such Title Objections. Seller shall have Buyer will either nevertheless proceed with the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination purchase and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the applicable Real Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Sellersuch exceptions, in which eventcase such exceptions shall be deemed Permitted Encumbrances for purposes of this Agreement, immediately upon receipt of said notice, or that Buyer will terminate this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall terminatehave any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit and all interest thereon shall be null returned to Buyer and void each party shall bear its own costs incurred hereunder. If Buyer fails to notify Sellers in writing of its election within said five (5) business day period, then Buyer shall be deemed to have elected to proceed with the purchase and take title to applicable Real Property subject to such exceptions, in which case, such exceptions shall be deemed Permitted Exceptions for purposes of no further force or effectthis Agreement. Notwithstanding the foregoing, SellerBuyer need not disapprove any monetary lien representing monies owed, as Sellers hereby agree to cause all such monetary liens (other than non-delinquent ad valorem real estate taxes and assessments) to be removed at or prior to Closing and no such monetary liens shall be deemed Permitted Encumbrances.
(c) PRE-CLOSING "GAP" TITLE DEFECTS. Buyer may, at Seller’s sole cost and expenseor prior to Closing, shall be obligated notify Sellers in writing (the "GAP NOTICE") of any objections to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against title (a) raised by the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to changes in title between the Property, nor shall Seller convey any rights expiration of the Title Inspection Period and the Closing and (b) title defects that are not of record and not disclosed by the Title Company or otherwise disclosed to Buyer in the Property, without the writing prior written consent of Purchaser, except to the extent expressly permittedexpiration of the Title Inspection Period (collectively, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing"NEW TITLE MATTERS"); provided, however, that in no event shall Buyer have the right to deliver any easements Gap Notice or encumbrances otherwise object to any New Title Matter caused by or through Buyer's activities conducted pursuant to Section 1.7. Buyer must deliver a Gap Notice to Sellers within three (3) days of receiving written notice of the existence of such New Title Matters. If Buyer delivers a Gap Notice to Sellers, then Buyer and Sellers shall have the same rights and obligations with respect to such notice as apply to a Title Notice under Section 1.6(b) hereof, except that are taken by eminent domain the five (5) business day periods granted to Buyer and Seller in Section 1.6(b) shall be governed by the terms of Section 5 immediately below.reduced to three (3)
Appears in 1 contract
Samples: Asset Purchase Agreement (Skilled Healthcare Group, Inc.)
Title Examination. Within thirty five (305) business days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title CompanyExamination Period”)) after the execution of this Agreement, setting forth the status Buyer shall notify Seller, in writing, of title Buyer’s objections to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to matters contained in the Property Title Commitment or the Survey (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents& Survey Objections”). If In the event Buyer shall notify Seller of any Title & Survey Objections on or before the expiration of the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelyExamination Period, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the rightuntil Closing, but not the obligation (except or such greater period of time as set forth below)may be mutually agreed upon in writing, to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof by Buyer and Seller (the “Cure Period”). Purchaser shall have , to cure the continuing right Title & Survey Objection in a manner satisfactory to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigationsBuyer. Seller shall have the right, but use Reasonable Efforts to cure or remove all Title Defects. If one or more Title & Survey Objections constitutes a Title Defect and is not the obligation (except as set forth below), to remedy those Title Objections identified cured by Purchaser Seller to the reasonable satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any Buyer and the Title Company prior to the expiration of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by PurchaserCure Period, then PurchaserBuyer may, at its electionelection in its sole discretion, shall have the right and option to eitherin writing: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (bA) terminate this Agreement without further obligation or liability by giving written notice of termination to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, Seller at Seller’s sole cost and expense, shall be obligated to cure or remove at any time on or before Closing all mortgagesJanuary 23, deeds of trust2013; (B) offer to acquire the Acquired Assets, deeds including the portion affected by the Title Defect, subject to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of this Agreement, but at a reduced Purchase Price offered by Buyer, which offer Seller may accept or reject in its sole discretion; or (C) acquire the Acquired Assets, including the portion affected by the Title Defect, without adjustment to the Purchase Price. Nothing contained herein shall limit Buyer’s obligations under Section 5 immediately below13.6.
Appears in 1 contract
Samples: Purchase and Sale Agreement (EQM Technologies & Energy, Inc.)
Title Examination. Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have until the right expiration of the Due Diligence Period to obtain, at Purchaser’s expense, (i) examine title to the Property and any easements appurtenant thereto and obtain a current survey of commitment for title insurance on the Property (the “Updated SurveyCommitment”) and an ALTA Title Commitment for the Property from a any easements appurtenant thereto, together with complete and legible copies of any and all documents which establish title company acceptable or create exceptions to Purchaser (the “Title Company”)title set forth therein, setting forth the status including but not limited to: covenants, conditions, restrictions, reservations, easements, rights and rights or way of title to the Propertyrecord, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies matters of all encumbrances, restrictive covenants record; and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement order a survey (collectively, sometimes referred to herein as the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure PeriodSurvey”). Purchaser shall have until the continuing right expiration of the Due Diligence Period within which to have such notify Seller and Escrow Agent of Purchaser’s objections to any exceptions to title examination and Title Commitments updated from time survey thus disclosed to timePurchaser. If the results of any of the foregoing are unacceptable to Purchaser, and then Purchaser may terminate this Agreement without owing any liability to obtain updates Seller, or Purchaser may require Seller to remove said objections pursuant to the Surveyprovisions in subsection (c) below. Prior to Closing, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), remove any and all unacceptable exceptions to remedy those Title Objections identified title and/or survey objected to by Purchaser to within the satisfaction of Purchaser within twenty (20) days after PurchaserDue Diligence Period, at Seller’s noticesole cost and expense. If any of the Title Objections aforementioned unacceptable exceptions to title and/or survey are objected by Purchaser in accordance with this Section and are not so cured or remedied, or provision satisfactory to Purchaser made therefor, eliminated prior to any closing date selected by Purchaserthe Close of Escrow, then Purchaser, at its election, shall have the right and option to Purchaser may either: (a) accept title terminate this Agreement without owing any liability to the Property subject to said uncured Title Objections that Purchaser elects to acceptSeller, and any Title Objection accepted by Purchaser in writing shall become part receive a refund of the Permitted Encumbrances; or Xxxxxxx Money, (b) terminate this Agreement by written notice to withdraw its objections and complete the purchase of the Property, (c) perform Seller’s executory obligations hereunder, for and on behalf of Seller and in which event, immediately upon receipt the sole name of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, in which event Purchaser’s reasonable out of pocket cost of performing Seller’s obligations shall be obligated reimbursed to cure or remove Purchaser from the escrowed purchase price at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liensClosing, and other monetary liens against the Propertybalance of the purchase price shall be paid to Seller at Closing, whether or not Purchaser objects thereto(d) force Seller to perform its obligations hereunder by suit for specific performance, and in which event Purchaser shall credit the cost be entitled to curerecover from Seller, satisfy, release Purchaser’s court costs and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowreasonable attorneys’ fees.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Examination. Within Purchaser shall notify Seller in writing (the "Title Notice") prior to the expiration of the Title Inspection Period which exceptions to title (including survey matters), if any, will not be accepted by Purchaser. If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title by the expiration of the Title Inspection Period, Purchaser shall be deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall notify Purchaser prior to the Closing either (a) that Seller will remove such objectionable exceptions from title on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond thirty (30) days after Purchaser’s exercise days; or (b) that Seller elects not to cause such exceptions to be removed. The procurement by Seller of a commitment for the issuance of the OptionTitle Policy (as defined in Section 2.5 hereof) or an endorsement thereto insuring Purchaser against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title notify Seller prior to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Closing either that Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection will nevertheless proceed with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination purchase and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept take title to the Property subject to said uncured Title Objections such exceptions, or that Purchaser elects will terminate this Agreement. If this Agreement is terminated pursuant to acceptthe foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, accrued interest thereon shall be obligated returned to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics Purchaser and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and each party shall bear its own costs incurred hereunder. If Purchaser shall credit the cost fail to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, notify Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect of its election prior to the PropertyClosing, nor Purchaser shall Seller convey any rights in be deemed to have elected to proceed with the Property, without the prior written consent of Purchaser, except purchase and take title to the extent expressly permitted, or consented Property subject to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately belowexceptions.
Appears in 1 contract
Title Examination. Within thirty For purposes of this Agreement, "good and marketable fee simple title" shall mean such title as is insurable by a title insurance company licensed to do business in Georgia, under its standard form of ALTA Owner's Policy of Title Insurance, 1992 Form B, at its standard rates, subject only to the Permitted Exceptions (30defined below). Fee simple title to the Property shall be conveyed to Purchaser by Seller pursuant to a limited warranty deed executed and delivered by Seller at the Closing subject to the following (collectively, the "Permitted Title Exceptions"): (a) days after Purchaser’s exercise taxes for the year in which the Closing shall occur, the payment of the Option, which Purchaser shall have assume at the right Closing, subject to obtainthe provisions of this Agreement; (b) any and all zoning ordinances, at rules and regulations; (c) those matters set forth in the Title Commitment (defined below) to be obtained by Purchaser pursuant to the terms of this Agreement, with the exception of those objections as set forth in Purchaser’s expense, 's Title Notice (defined below); (d) all matters shown by a current survey of the Property Property, with the exception of those objections as set forth in Purchaser's Title Notice (defined below) to the “Updated Survey”extent Seller has elected to cure same; and (e) other matters as disclosed in this Agreement. At Closing, Seller shall also execute usual and an ALTA Title Commitment for customary documents to facilitate the closing of the transaction, including without limitation, settlement statements and seller's affidavits. Purchaser agrees, during the Financing Contingency, to cause a title examination of the Property from to be conducted by a title company mutually acceptable to both Purchaser and Seller (the “"Title Company”), setting forth ") and to cause such title company to issue an owner's title commitment for the status benefit of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property Purchaser on its standard form of ALTA Form B owner's policy (the “"Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”"). If the Title Commitment and/or Updated Survey reveals discloses any exception(s) to defects in title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed or objections, as title exceptions determined in the title insurance policy and/or survey obtained by Seller in connection with the closing sole discretion of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”)Purchaser or Purchaser's lender, Purchaser may shall notify Seller in writing of such defects or objections no later than the end of Inspection Period ("Purchaser's Title Notice"). Within FIVE (5) days after receipt of Purchaser's Title Notice, Seller shall deliver to Purchaser a written notice specifying which, if any, items contained in Purchaser's Title Notice Seller shall cure prior to or at Closing (the "Seller's Cure Notice"). Notwithstanding anything contained herein, Seller shall have no obligation or duty to cure any title objection(s) other than those items that it would like Seller agrees to cure in Seller's Cure Notice. In the event Seller is unable to cure or remove such unwilling to cure all objections raised in Purchaser's Title Objections. Seller shall have the rightNotice, but not the obligation Purchaser's only remedy is (except as set forth below)i) within two (2) business days after receipt of Seller's Cure Notice, to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written as provided herein and receive, within five (5) days of delivery of such termination notice and with or without consent of the Seller, the return of the Xxxxxxx Money, including all interest thereon, less $100.00 which shall be paid over to Seller, in which eventor (ii) to waive such objection and close the transaction contemplated by this Agreement. Seller is to pay for title examination. At closing, immediately upon receipt of said notice, this Agreement purchaser shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit reimburse seller for the cost to cure, satisfy, release and remove such matters against of the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalftitle examination. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below.WARRANTIES:
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Title Examination. Within thirty (30a) days after Purchaser’s exercise of the Option, Purchaser Buyer shall have the right to obtain, at Purchaser’s expense, notify Seller in a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser reasonably detailed writing (the “Title CompanyObjection Notice”), setting forth the status of title ) prior to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other expiration of the Title Contingency Period which exceptions to title (including survey matters), if any, relating will not be accepted by Buyer and the specific grounds for disapproval thereof. Any exception to title, encumbrance or other matter which is disclosed in the Title Contingency Items or any New Surveys and which Buyer fails to disapprove prior to the Property (expiration of the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions Contingency Period shall be deemed conclusively to said Title Commitment (the “Exception Documents”)have been approved by Buyer. If Buyer delivers any Title Objection Notice to Seller, then Seller shall have two (2) Business Days after receipt of the Title Commitment and/or Updated Survey reveals any exception(s) Objection Notice to title to which Purchaser objects (a “Title Objection”) and is(are) not notify Buyer in writing that Seller either (i) listed as will remove such objectionable exception from title exceptions in on or before the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or Closing, or (ii) permitted by this Agreement elects not to cause such exception to be removed (collectively, the a “Permitted EncumbrancesNon-Removal Notice”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken Title Objection Notice which has been delivered by eminent domain Buyer to Seller prior to the Effective Date shall be governed deemed to have been received by Seller on the Effective Date for the purposes of this Section 2.2. If Seller delivers a written notice to Buyer that Seller will remove such objectionable exception from title but fails to timely do so, then Buyer shall have the right to terminate this Agreement with respect to all (but not less than all) of the Properties, in which event, the provisions of Section 3.7 hereof shall apply. If Seller fails to notify Buyer of its election within said two (2) Business Day period, then Seller shall be deemed to have delivered a Non-Removal Notice as to that exception. Any updates to any Existing Surveys or New Surveys shall be Buyer’s sole responsibility, both as to performance and payment of costs therefor. If Seller gives (or is deemed to have given) Buyer a Non-Removal Notice, then Buyer shall have until the date that is three (3) Business Day after the date that Seller shall have given (or be deemed to have given) the Non-Removal Notice to notify Seller in writing that Buyer elects to either (A) nevertheless proceed with the purchase and take title to the Properties subject to such exceptions, or (B) terminate this Agreement with respect to all, but not less than all, of the Properties, in which event the provisions of Section 3.7 hereof shall apply. If Buyer fails to notify Seller in writing of its election on or prior to the expiration of such three (3) Business Day period, then Buyer shall be deemed to have elected to proceed with the purchase and take title to the Properties subject to such exceptions without any reduction in the Purchase Price. The operation of the notice and response provisions of this Section 2.2 shall extend the Closing Date only as necessary to effectuate the provisions of this Section 2.2.
(b) Buyer may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objection to any liens, encumbrances, easements, restrictions, conditions, covenants, rights, rights-of-way, or other matters affecting title to the Properties (each, an “Intervening Lien”) (i) raised by the terms Title Company after the expiration of the Title Contingency Period and prior to the Closing or otherwise disclosed on any update or revision to any New Survey received by Buyer after the expiration of the Title Contingency Period and prior to the Closing, and (ii) which (A) was not disclosed by the Title Company or by any Existing Survey, New Survey or any other materials made available to Buyer, prior to 5:00 p.m. Los Angeles, California time on the date which is two (2) Business Days prior to the expiration of the Title Contingency Period, (B) was not known to Buyer prior to the expiration of the Title Contingency Period, or (C) would not have been disclosed by a reasonable physical inspection of the Properties prior to the expiration of the Title Contingency Period. Buyer must notify Seller of such objection to any such Intervening Liens within three (3) Business Days of receiving written notice of, or materials disclosing, the existence of such Intervening Liens (provided, however, if receipt of written notice of, or materials disclosing, such additional title matters is less than three (3) Business Days prior to the Closing Date, then the Closing Date shall be extended to permit the procedures in this section to be implemented or Seller shall have the right to terminate this Agreement in Seller’s sole discretion). Failure to timely deliver a Gap Notice to Seller shall be deemed to be Buyer’s approval of any such Intervening Lien. If Buyer sends a Gap Notice to Seller, then Buyer and Seller shall have the same rights and obligations with respect to such Gap Notice as apply to a Title Objection Notice under Section 5 immediately below2.2(a).
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Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT, Inc.)
Title Examination. Within thirty On or before the date twenty (3020) days after Purchaser’s exercise of following the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser Effective Date (the “Title CompanyReview Period”), setting forth the status of Buyer shall obtain a title to insurance commitment covering the Property, and showing all liensshall deliver to Seller a written notice of any title objections, claims, encumbrances, reservations, restrictions and other matters, if any, relating to which may be based on the Property survey described in paragraph 8 (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception DocumentsObjection Notice”). If Buyer fails to deliver the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (Objection Notice in a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectivelytimely manner, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller then Buyer shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right be deemed to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice accepted all matters of any Title Objections appearing record as of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examinationcommitment (or, Survey or investigation if Buyer has failed to obtain a title commitment, as of the Propertylast day of the Title Review PPAB 1982903v3 Period), and Purchaser all such matters shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigationsdeemed Permitted Encumbrances. Seller shall have the rightmay remedy, but not the obligation (except as set forth below), or agree to remedy those Title Objections identified by Purchaser prior to the Closing, Buyer’s title objections to the reasonable satisfaction of Purchaser Buyer and its title insurer by delivering a notice to that effect (the “Objection Response”) within twenty five (205) days after Purchaser’s noticeits receipt of the Objection Notice. If any Seller does not timely deliver an Objection Response indicating that it will cure or remedy all of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchasertitle objections set forth in the Objection Notice, then PurchaserBuyer, at its electionelection and as its sole and exclusive remedy, shall have the right and option to eithereither to: (a) proceed to Closing, in which case Buyer shall accept title to the Property subject to said uncured Title Objections the objections that Purchaser elects Seller has not agreed to accept, cure or remedy (and any Title Objection accepted by Purchaser in writing such matters shall become part of the be deemed Permitted Encumbrances); or (b) terminate this Agreement by delivery of written notice to Seller within five (5) days after its receipt of the Objection Response, or if no Objection Response has been given by Seller, in which event, immediately upon receipt within ten (10) days after its delivery of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalfObjection Notice. In addition, if Seller shall not allow any easements, liens, leases, licenses, permits delivers an Objection Response but subsequently fails (despite the exercise of commercially reasonable good faith efforts) to cure or other encumbrances remedy all of the title objections that it had obligated itself to be placed on or granted with respect to the Property, nor shall Seller convey any rights do so in the PropertyObjection Response, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shallthen Buyer, at its election and as its sole cost and expenseexclusive remedy, cureshall have the right either to: (y) proceed to Closing, satisfy, release in which case Buyer shall accept title to the Property subject to the objections that Seller has failed to cure or remedy (and remove such matters shall be deemed Permitted Encumbrances); or (z) terminate this Agreement by delivery of written notice to Seller prior to Closing; providedthe Closing Date. Upon any termination by Buyer under this paragraph, however, that any easements or encumbrances that are taken by eminent domain Buyer shall be governed by entitled to receive the terms return of Section 5 immediately belowthe Deposit. Seller’s obligation under paragraph 3(a) to satisfy Monetary Liens supersedes anything in this paragraph 7.
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