Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract.
Appears in 5 contracts
Samples: Residential Contract for Sale and Purchase (Capri Family Foundation), Residential Contract for Sale and Purchase, Residential Contract for Sale and Purchase
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller 463 in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is 464 delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of 465 receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after 466 receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer 467 shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver 468 written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this 469 Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If 470 Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, 471 deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which 472 Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or 473 (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has 474 passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) 475 electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all 476 further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and 477 Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, 478 thereby releasing Buyer and Seller from all further obligations under this Contract. 479 B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon 480 encroach on setback lines, easements, or lands of others, or violate any restrictions, covenants, or applicable 481 governmental regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of 482 such matters, together with a copy of Survey, to Seller within 5 days after Buyer’s receipt of Survey, but no later 483 than Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and 484 Survey shall constitute a title defect, subject to cure obligations of STANDARD A above. If Seller has delivered a 485 prior survey, Seller shall, at Buyer’s request, execute an affidavit of “no change” to the Real Property since the 486 preparation of such prior survey, to the extent the affirmations therein are true and correct.
Appears in 4 contracts
Samples: Residential Contract for Sale and Purchase, Residential Contract for Sale and Purchase, Residential Contract for Sale and Purchase
Title Examination. Buyer shall have 5 order a title report and commitment (the “Title Report”) from the Title Insurer and an ALTA 2011 survey with regard to the Real Property (the “Survey”) within five (5) business days after the date hereof. Buyer shall furnish to Seller within five (5) business days after receipt of such Title Commitment Report and Survey (the “Title Review Period”) a copy of the same, together with a statement specifying any defects in title and/or the Survey (the “Objections”). Seller shall notify Buyer within five (5) days after receipt of the Objections whether Seller will cure one or more of the Objections on or prior to examine it and notify Seller in writing specifying defect(s), if any, that render title unmarketablethe Closing. If Seller provides Title Commitment and it does not respond within said five (5) day period, Seller shall be deemed to have elected not to cure any of the Objections. If Seller does not agree (or is delivered deemed to Buyer less than 5 days prior not agree) to Closing Datecure any of the Objections, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 the right, by notice given to Seller and Title Insurer within five (5) days (“Cure Period”) after receipt of BuyerSeller’s notice (or within five (5) days after the expiration of Seller’s five (5) day response period, if Seller does not respond), either to take reasonable diligent efforts to remove defects(a) waive the Objections and close the Transaction without abatement or reduction of the Purchase Price, or (b) terminate this Agreement and obtain a refund of the Xxxxxxx Money. If Buyer fails to so notify Sellerelect to terminate this Agreement by notice given to Seller within said five (5) day period, then Buyer shall be conclusively deemed to have elected to waive the Objections and close the Transaction in accordance with this Agreement. If Buyer elects to terminate this Agreement by notice given to Seller within such five (5) day period, the Xxxxxxx Money shall be returned to Buyer, and upon such return all rights and obligations of the respective parties under this Agreement shall be null and void, except as otherwise expressly provided in this Agreement. If Buyer fails to deliver the Objections to Seller within the Title Review Period, then Buyer shall be deemed to have accepted title as it then iswaived its right to object to any defect set forth in the Title Report and Survey. If All items shown on the Title Report and/or the Survey not objected to by Buyer by notice to Seller cures defects within Cure Periodor deemed waived by Buyer shall be deemed to be Permitted Exceptions. Notwithstanding the foregoing, Seller will deliver written notice shall be required to provide information and evidence to satisfy Title Company’s standard requirements as to Sellers’ authority and standard title affidavits and to cure on or before the Closing: (i) any monetary liens or monetary encumbrances created by Seller against the Property; and (ii) any encumbrances against title which are created by Seller after the date hereof. Notwithstanding anything herein to the contrary, if the title documents are re-issued or updated after the Buyer Objection deadline, Buyer shall have the right to object (with proof each, a “New Buyer Objection”) to any additional matter disclosed or contained (each, a “New Title Document Matter”) in any such update of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date title documents (or if Closing Date has passed, within 10 days after Buyer’s receipt notwithstanding the passage of Seller’s noticethe Examination Period). If Seller is unable or unwilling to cure defects any such New Title Document Matter to the sole satisfaction of Buyer (in Buyer’s sole and absolute discretion) within Cure Period, then Buyer may, within the lesser of 5 days after expiration following receipt by Seller of Cure Perioda New Buyer Objection or the Closing, deliver written notice Buyer shall have the right either to Seller: (ai) extending Cure Period for a specified period not waive such New Title Document Matter and proceed to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure Closing without any adjustment in the defects (“Extended Cure Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice)Purchase Price, or (cii) electing to terminate this Contract Agreement and receive a refund return of the Deposit, thereby releasing Xxxxxxx Money (in addition to any other remedies that Buyer and Seller from all further obligations may have under this Contract. If after reasonable diligent effort, Agreement if the New Title Document Matter was caused by a breach of a covenant or representation of Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this ContractAgreement).
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.), Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.), Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller 463 in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is 464 delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of 465 receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after 466 receipt of BuyerXxxxx’s notice to take reasonable diligent efforts to remove defects. If Buyer Xxxxx fails to so notify SellerXxxxxx, Buyer 467 shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver 468 written notice to Buyer Xxxxx (with proof of cure acceptable to Buyer Xxxxx and BuyerXxxxx’s attorney) and the parties will close this 469 Contract on Closing Date (or if Closing Date has passed, within 10 days after BuyerXxxxx’s receipt of Seller’s notice). If 470 Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, 471 deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which 472 Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or 473 (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has 474 passed, within the earlier of 10 days after end of Extended Cure Period or BuyerXxxxx’s receipt of Seller’s notice), or (c) 475 electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all 476 further obligations under this Contract. If after reasonable diligent effort, Seller Xxxxxx is unable to timely cure defects, and 477 Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, 478 thereby releasing Buyer and Seller from all further obligations under this Contract. 479 B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon 480 encroach on setback lines, easements, or lands of others, or violate any restrictions, covenants, or applicable 481 governmental regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of 482 such matters, together with a copy of Survey, to Seller within 5 days after Xxxxx’s receipt of Survey, but no later 483 than Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and 484 Survey shall constitute a title defect, subject to cure obligations of STANDARD A above. If Seller has delivered a 485 prior survey, Seller shall, at Xxxxx’s request, execute an affidavit of “no change” to the Real Property since the 486 preparation of such prior survey, to the extent the affirmations therein are true and correct.
Appears in 2 contracts
Samples: Residential Contract for Sale and Purchase, Residential Contract for Sale and Purchase
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify 322 Seller in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it 323 is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after 324 date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) 325 after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, 326 Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will 327 STANDARDS FOR REAL ESTATE TRANSACTIONS (CONTINUED) 328 deliver written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will 329 close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s 330 notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of 331 Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days 332 within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure 333 Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date 334 has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or 335 (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from 336 all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, 337 and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, 338 thereby releasing Buyer and Seller from all further obligations under this Contract. 339 B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon 340 encroach on setback lines, easements, or lands of others; or violate any restrictions, covenants, or applicable 341 governmental regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of such 342 matters, together with a copy of Survey, to Seller within 5 days after Buyer’s receipt of Survey, but no later than 343 Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and Survey 344 shall constitute a title defect, subject to cure obligations of STANDARD A above. If Seller has delivered a prior 345 survey, Seller shall, at Buyer’s request, execute an affidavit of “no change” to the Real Property since the 346 preparation of such prior survey, to the extent the affirmations therein are true and correct.
Appears in 2 contracts
Samples: Residential Contract for Sale and Purchase, Residential Contract for Sale and Purchase
Title Examination. Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller 94 of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) 95 Buyer delivers proper written notice and Seller cures the defects within _30 days from receipt of the notice 96 ("Curative Period"). Seller shall have 5 use good faith efforts to cure the defects. If the defects are cured within the 97 Curative Period, closing will occur on the latter of 10 days after receipt by Buyer of Title Commitment notice of such curing or the 98 scheduled Closing Date. Seller may elect not to examine it cure defects if Seller reasonably believes any defect cannot be 99 cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days 100 from receipt of notice of Seller's inability to cure the defects to elect whether to terminate this Contract or accept 101 title subject to existing defects and notify close the transaction without reduction in purchase price. 102 (c) Survey: (check applicable provisions below) 103 (i.) Seller in writing specifying defect(s)will, within _3_0 _ days from Effective Date, deliver to Buyer copies of prior surveys, 104 plans, specifications, and engineering documents, if any, that render title unmarketableand the following documents relevant to this 105 transaction: 106 , 107 prepared for Seller or in Seller's possession, which show all currently existing structures. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing DateIn the event this 108 transaction does not close, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, all documents provided by Seller will deliver written notice be returned to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, Seller within 10 days after Buyer’s receipt from the 109 date this Contract is terminated. 110 111 title evidence, obtain a current certified survey of Seller’s notice)the Property from a registered surveyor. If Seller is unable to cure defects within Cure Periodthe survey reveals 112 encroachments on the Property or that the improvements encroach on the lands of another, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure will 113 accept the defects (“Extended Cure Period”); or (b) electing to accept title Property with existing defects and close this Contract on Closing Date (or if Closing Date has passed, encroachments 114 cured within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or Curative Period. such encroachments will constitute a title defect to be 115 (cd) electing to terminate this Contract Ingress and receive a refund of Egress: Seller warrants that the Deposit, thereby releasing Buyer Property presently has ingress and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractegress.
Appears in 2 contracts
Samples: Commercial Contract, Purchase Agreement
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify 407 Seller in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it 408 is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after 409 date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) 410 after receipt of BuyerXxxxx’s notice to take reasonable diligent efforts to remove defects. If Buyer Xxxxx fails to so notify Seller, 411 Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will 412 deliver written notice to Buyer (with proof of cure acceptable to Buyer Xxxxx and BuyerXxxxx’s attorney) and the parties will 413 close this Contract on Closing Date (or if Closing Date has passed, within 10 days after BuyerXxxxx’s receipt of Seller’s 414 notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of 415 Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days 416 within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure 417 Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date 418 has passed, within the earlier of 10 days after end of Extended Cure Period or BuyerXxxxx’s receipt of Seller’s notice), or 419 (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from 420 all further obligations under this Contract. If after reasonable diligent effort, Seller Xxxxxx is unable to timely cure defects, 421 and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, 422 thereby releasing Buyer and Seller from all further obligations under this Contract.
Appears in 2 contracts
Samples: Residential Contract for Sale and Purchase, Residential Contract for Sale and Purchase
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller in 428 writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is delivered 429 to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to 430 examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s 431 notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to 432 have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with 433 proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if 434 Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects 435 within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) 436 extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use 437 reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with 438 existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days 439 after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and 440 receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If 441 after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this 442 Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all 443 further obligations under this Contract.
Appears in 1 contract
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer Xxxxx fails to so notify Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with proof of cure acceptable to Buyer and BuyerXxxxx’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after BuyerXxxxx’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, DocuSign Envelope ID: 2F622D35-26BC-462F-AFF1-32AC42A955AC 383 deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which 384 Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or 385 (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has 386 passed, within the earlier of 10 days after end of Extended Cure Period or BuyerXxxxx’s receipt of Seller’s notice), or (c) 387 electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all 388 further obligations under this Contract. If after reasonable diligent effort, Seller Xxxxxx is unable to timely cure defects, and 389 Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, 390 thereby releasing Buyer and Seller from all further obligations under this Contract.
Appears in 1 contract
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“"Cure Period”") after receipt of Buyer’s 's notice to take reasonable diligent efforts to remove defects. If Buyer Xxxxx fails to so notify Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s Xxxxx's attorney) and the parties will close this Contract on Closing Date date (or if Closing Date has passed, within 10 days after Buyer’s Xxxxx's receipt of Seller’s 's notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“"Extended Cure Period”"); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s Xxxxx's receipt of Seller’s 's notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer Xxxxx does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract.
Appears in 1 contract
Samples: Residential Contract for Sale and Purchase (Social Investment Holdings, Inc.)
Title Examination. Buyer shall order a title report or commitment for title insurance (the “Title Report”) from the Title Insurer promptly after the Effective Date. Seller shall deliver a copy of its most recent ALTA survey (which shall be certified), within two (2) business days after the Effective Date, which Buyer shall have 5 the right to have updated and revised to incorporate Buyer’s survey requirements. Before the expiration of the Due Diligence Period, Buyer may furnish to Seller a copy of Buyer’s Title Report and survey, together with a statement specifying any defects in title and/or the survey (the “Objections”). Seller shall notify Buyer within ten (10) days after receipt of Title Commitment to examine it and notify the Objections whether Seller in writing specifying defect(s), if any, that render title unmarketablewill cure the Objections. If Seller provides Title Commitment and it does not respond within said ten (10) day period, Seller shall be deemed to have elected to not cure the Objections. If Seller does not agree (or is delivered deemed to Buyer less than 5 days prior not agree) to Closing Datecure the Objections, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 the right, by notice given to Seller and Title Insurer within ten (10) days (“Cure Period”) after receipt of BuyerSeller’s notice (or within ten (10) days of the expiration of Seller’s ten (10) day response period, if Seller does not respond), either to take reasonable diligent efforts to remove defects(a) waive the Objections and close title without abatement or reduction of the Purchase Price, or (b) terminate this Agreement and obtain a refund of the Xxxxxxx Money. If Buyer fails to so notify Sellerdeliver the Objections to Seller within the Due Diligence Period, then Buyer shall be deemed to have accepted title as it then iselected to waive its right to make Objections. If Buyer elects to terminate this Agreement by notice given to Seller cures defects within Cure Periodor is deemed to have terminated this Agreement, the Xxxxxxx Money shall be immediately returned to Buyer, and upon such return, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. Notwithstanding the foregoing, Seller shall be solely responsible for the payment or other satisfaction and discharge of record at or before the Closing of all liens and encumbrances against the Property and objected to by Buyer which can be removed by the payment of a fixed and ascertainable sum of money. In the event Seller fails or refuses to cure monetary liens or encumbrances against the Property, Buyer may, but is not obligated to, elect to satisfy such monetary liens or encumbrances and deduct the costs of the cure from the Purchase Price. Notwithstanding any provision of this Agreement to the contrary, following the Effective Date of this Agreement, Seller shall not create, place, grant, convey, or otherwise voluntarily cause or otherwise consent to any liens, encumbrances or restrictions affecting the Real Property, or any part thereof, to be created, suffered to be placed or recorded against the title to the Real Property, nor will Seller during said period convey any interest in the Property to anyone other than Buyer without Buyer’s prior written consent, which consent Buyer may withhold in its absolute discretion. At Closing, Seller will deliver written notice cause the Real Property to Buyer (be released or otherwise discharged from any lien securing the payment of a sum certain which has been voluntarily created by, or with proof the consent of, Seller or will bond over said lien to the reasonable satisfaction of cure acceptable to Buyer and Buyer’s attorney) title insurance company sufficient to cause said company to insure over said lien. Any exceptions to title to the Real Property that arise between the Effective Date of the title commitment obtained by Buyer and the parties will close this Contract on Closing Date are referred to herein as “New Defects.” Buyer may notify Seller in writing (or if Closing Date has passed, within 10 days after Buyer’s receipt the “Gap Notice”) of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: any New Defect (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure raised by the defects Title Insurer between the Effective Date of the Title Commitment and the Closing (the “Extended Cure PeriodGap”); or , and (b) electing not otherwise known to accept title with existing defects and close this Contract on Closing Buyer prior to the Effective Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the DepositTitle Commitment; provided that Buyer must notify Seller of such objection to title within two (2) business days of being made aware of the existence of such exceptions. If Buyer sends a Gap Notice to Seller, thereby releasing Buyer and Seller from all further shall have the same rights and obligations under with respect to such notice as exist in Section 5(a) of this Contract. If after reasonable diligent effort, Seller is unable Agreement with respect to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this ContractObjection Notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Griffin-American Healthcare REIT III, Inc.)
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller in 360 writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is delivered 361 to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to 362 examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s 363 notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to 364 have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with 365 proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if 366 Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects 367 within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) 368 extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use 369 reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with 370 existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days 371 after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and 372 receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If 373 after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this 374 Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all 375 further obligations under this Contract.
Appears in 1 contract
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“"Cure Period”") after receipt of Buyer’s 's notice to take reasonable diligent efforts to remove defects. If Buyer fails Buxxx xails to so notify Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s Buxxx'x attorney) and the parties will close this Contract on Closing Date date (or if Closing Date has passed, within 10 days after Buyer’s Buxxx'x receipt of Seller’s 's notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“"Extended Cure Period”"); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s Buxxx'x receipt of Seller’s 's notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does Buxxx xoes not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract.
Appears in 1 contract
Samples: Real Estate Purchase Contract (Social Investment Holdings, Inc.)
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“"Cure Period”") after receipt of Buyer’s 's notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s 's attorney) and the parties will close this Contract on Closing Date date (or if Closing Date has passed, within 10 days after Buyer’s 's receipt of Seller’s 's notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“"Extended Cure Period”"); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s 's receipt of Seller’s 's notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract.
Appears in 1 contract
Samples: Residential Contract for Sale and Purchase (Social Investment Holdings, Inc.)
Title Examination. Buyer shall, at Buyer’s sole cost and expense, order, within two (2) business days after the Effective Date, a title commitment (the “Title Commitment”) from the Title Agent, on behalf of Title Insurer. As of the Effective Date, Seller has delivered a survey of the Property to Buyer (the “Survey”). Buyer shall provide the Title Commitment to Seller upon receipt. Buyer shall have 5 until the date that is two (2) business days after receipt prior to the expiration of the Examination Period to notify Seller of any objections (the “Objections”) with respect to the Title Commitment and the Survey based on its review thereof. If Buyer does not give notice of its Objections within the time period set forth above, such failure shall be conclusively deemed to examine it be full and complete approval of the Title Commitment and the Survey and all matters disclosed therein. If Buyer gives notice of its Objections within the time period set forth above, Seller shall have until the last day of the Examination Period to notify Buyer that Seller in writing specifying defect(s), if any, that render title unmarketableeither (i) will cause or (ii) elects not to cause any or all of the Objections disclosed therein to be removed or insured over by Title Insurer. Seller’s failure to notify Buyer on or before the last day of the Examination Period as to any Objection shall be deemed an election by Seller not to remove or have Title Insurer insure over such Objections. If Seller provides notifies or is deemed to have notified Buyer that Seller shall not remove nor have Title Commitment Insurer insure over any or all of the Objections, Buyer shall have until the expiration of the Examination Period to (x) terminate this Agreement and it is delivered to Buyer less than 5 days prior receive a return of the Xxxxxxx Money or (y) waive such Objections and proceed to Closing Date, Buyer may extend Closing for up to 5 days after date without any abatement or reduction in the Purchase Price on account of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defectssuch Objections. If Buyer fails does not terminate this Agreement prior to so notify Sellerthe expiration of the Examination Period, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice elected to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract.its
Appears in 1 contract
Samples: Purchase and Sale Agreement (National Instruments Corp)
Title Examination. Within five (5) business days after the Effective Date, Seller shall deliver to Buyer (i) a title report, dated within ninety (90) days of the Effective Date, with respect to each Property (each, a “Title Report” and, collectively, the “Title Reports”) from the Title Insurer and (ii) a copy of the most recent survey, if any, of each Property (each, a “Survey” and, collectively, the “Surveys”). Buyer shall have 5 furnish to Seller prior to the expiration of the Examination Period a statement specifying any defects in title and/or the Surveys (the “Objections”). 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 the Objections, Buyer shall have the right, by notice given to Seller and Title Commitment 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 respond), either to examine it (a) waive the Objections and proceed with the transactions contemplated by this Agreement, in which event such Objections shall be Permitted Exceptions, or (b) terminate this Agreement with respect to such Property, in which event a prorata portion of the Xxxxxxx Money shall be paid to Buyer. 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. If at any time after Buyer’s receipt of the initial Title Report or Survey, 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 (the “New Exception”), 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 specifying defect(s)of Buyer’s approval or disapproval of the New Exception, or if anyno such notice is provided, that render title unmarketablesuch 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 the New Exception. If Seller provides Title Commitment and it is delivered fails to deliver a notice to Buyer less than 5 within two (2) business days prior after the receipt of the written New Exception objection notice from Buyer, Seller shall be deemed to Closing Datehave elected not to cure the New Exception. If Buyer is dissatisfied with Seller’s response, or lack thereof, Buyer may extend Closing for up may, as its exclusive remedy, elect, upon written notice to 5 Seller two (2) business days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Seller’s response (or within two (2) business days of the expiration of Seller’s two (2) business day response period, if Seller does not respond), either: (a) to terminate this Agreement with respect to any such Property, in which event a prorata portion of the Xxxxxxx Money shall be paid to Buyer’s notice , or (b) to take reasonable diligent efforts to remove defectswaive 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 so 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 two (2) business day response period, if Seller does not respond), Buyer shall be deemed to have accepted title as it then iselected to approve and irrevocably waive any objections to the New Exception, in which event such New Exception shall be a Permitted Exception. If Seller cures defects within Cure PeriodNotwithstanding the foregoing, Seller will deliver written notice shall be required to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Sellercure: (ax) extending Cure Period for all monetary liens or encumbrances against the Properties dischargeable by payment of a specified period not to exceed 120 days within which liquidated sum (1) arising by or through Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b2) electing to accept that are dischargeable by the payment of less than $1,000,000 in the aggregate; and (y) all encumbrances against title with existing defects and close this Contract on Closing Date (which are created by or through Seller after the date hereof except if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or otherwise approved in writing by Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cracker Barrel Old Country Store, Inc)
Title Examination. Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller 94 of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) 95 Buyer delivers proper written notice and Seller cures the defects within _ days from receipt of the notice 96 (“Curative Period”). Seller shall have 5 use good faith efforts to cure the defects. If the defects are cured within the 97 Curative Period, closing will occur on the latter of 10 days after receipt by Xxxxx of Title Commitment notice of such curing or the 98 scheduled Closing Date. Seller may elect not to examine it cure defects if Seller reasonably believes any defect cannot be 99 cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days 100 from receipt of notice of Xxxxxx’s inability to cure the defects to elect whether to terminate this Contract or accept 101 title subject to existing defects and notify close the transaction without reduction in purchase price. 102 (c) Survey: (check applicable provisions below) 103 (i.) □ Seller in writing specifying defect(s)will, within days from Effective Date, deliver to Buyer copies of prior surveys, 104 plans, specifications, and engineering documents, if any, that render title unmarketableand the following documents relevant to this 105 transaction: 106 , 107 prepared for Seller or in Seller’s possession, which show all currently existing structures. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing DateIn the event this 108 transaction does not close, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, all documents provided by Seller will deliver written notice be returned to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, Seller within 10 days after Buyer’s receipt of from the 109 date this Contract is terminated. □ 110 Buyer will, at □ Seller’s notice)□ Xxxxx’s expense and within the time period allowed to deliver and examine 111 title evidence, obtain a current certified survey of the Property from a registered surveyor. If Seller is unable to cure defects within Cure Periodthe survey reveals 112 encroachments on the Property or that the improvements encroach on the lands of another, then □ Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure will 113 accept the defects (“Extended Cure Period”); or (b) electing to accept title Property with existing defects and close this Contract on Closing Date (or if Closing Date has passed, encroachments □ such encroachments will constitute a title defect to be 114 cured within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or Curative Period. 115 (cd) electing to terminate this Contract Ingress and receive a refund of Egress: Seller warrants that the Deposit, thereby releasing Buyer Property presently has ingress and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractegress.
Appears in 1 contract
Samples: Commercial Contract
Title Examination. Within two (2) business days after the Effective Date, Buyer shall have 5 order a title report with respect to each Property (each, a “Title Report”) from the Title Insurer. Buyer may order surveys of each Property (each, a “Survey”). Buyer shall furnish to Seller prior to the expiration of the Examination Period a statement specifying any defects in title and/or any Survey (the “Objections”). Seller shall notify Buyer within five (5) days after receipt of the Objections whether Seller will cure the Objections. If Seller does not respond within said five (5) day period, Seller shall be deemed to have elected to not cure the Objections. If Seller does not agree (or is deemed to not agree) to cure the Objections, Buyer shall have the right, by notice given to Seller and Title Commitment Insurer within three (3) business days after receipt of Seller’s notice (or within three (3) business days of the expiration of Seller’s three (3) business day response period, if Seller does not respond), either to examine it (a) waive the Objections and proceed with the transactions contemplated by this Agreement, in which event such Objections shall be Permitted Exceptions, or (b) terminate this Agreement with respect to the applicable Property, in which event the Purchase Price shall be reduced by the applicable Allocated Purchase Price and the applicable Allocated Exxxxxx Money shall be paid to Buyer. If Buyer fails to elect to terminate this Agreement with respect to such Property 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 any of the aforesaid Title Reports and Surveys. If at any time after the expiration of the Examination Period, any update to any Title Report or any Survey discloses any additional item which was not disclosed on any version of or update to a Title Report or Survey delivered to Buyer prior to the expiration of the Examination Period (the “New Exception”), 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 specifying defect(s)of Buyer’s approval or disapproval of the New Exception, or if anyno such notice is provided, that render title unmarketablesuch 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 the New Exception. If Seller provides Title Commitment and it is delivered fails to deliver a notice to Buyer less than 5 within two (2) business days prior after the expiration of the New Exception Review Period, Seller shall be deemed to Closing Datehave elected not to cure the New Exception. If Buyer is dissatisfied with Seller’s response, or lack thereof, Buyer may extend Closing for up may, as its exclusive remedy, elect, upon written notice to 5 Seller two (2) business days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Seller’s response (or within two (2) business days of the expiration of Seller’s two (2) business day response period, if Seller does not respond), either: (a) to terminate this Agreement with respect to the applicable Property, in which event the Purchase Price shall be reduced by the applicable Allocated Purchase Price and the applicable Allocated Exxxxxx Money shall be paid to Buyer’s notice , or (b) to take reasonable diligent efforts to remove defectswaive 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 so 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 two (2) business day response period, if Seller does not respond), Buyer shall be deemed to have accepted title as it then iselected to approve and irrevocably waive any objections to the New Exception, in which event such New Exception shall be a Permitted Exception. If Seller cures defects within Cure PeriodNotwithstanding the foregoing, Seller will deliver written notice shall be required to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Sellercure: (ax) extending Cure Period for any monetary liens or encumbrances against the Properties that are dischargeable by payment of a specified period not to exceed 120 days within liquidated sum; and (y) any encumbrances against title which are created by or through Seller shall continue to use reasonable diligent effort to remove or cure after the defects (“Extended Cure Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or date hereof except if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or otherwise approved by Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Valley National Bancorp)
Title Examination. Buyer shall order a title report for each location (collectively, the “Title Reports”) from the Title Insurer promptly after the date hereof. Seller shall deliver a copy of its most recent ALTA survey for each Real Property to the extent within Seller’s possession or readily obtainable by Seller, within three (3) business days after the date hereof which Buyer shall have 5 the right to have updated and revised to incorporate Buyer’s survey requirements. Before the expiration of the Due Diligence Period, Buyer shall furnish to Seller a copy of Buyer’s Title Reports and surveys, together with a statement specifying any defects in title and/or the surveys (the “Objections”). Seller shall notify Buyer within ten (10) days after receipt of Title Commitment to examine it and notify the Objections whether Seller in writing specifying defect(s), if any, that render title unmarketablewill cure the Objections. If Seller provides Title Commitment and it does not respond within said ten (10) day period, Seller shall be deemed to have elected to not cure the Objections. If Seller does not agree (or is delivered deemed to Buyer less than 5 days prior not agree) to Closing Datecure the Objections, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 the right, by notice given to Seller and Title Insurer within ten (10) days (“Cure Period”) after receipt of BuyerSeller’s notice (or within ten (10) days of the expiration of Seller’s ten (10) day response period, if Seller does not respond), either to take reasonable diligent efforts to remove defects(a) waive the Objections and close title without abatement or reduction of the Purchase Price, or (b) terminate this Agreement and obtain a refund of the Xxxxxxx Money. If Buyer fails to so notify Sellerdeliver the Objections to Seller within the Due Diligence Period, then Buyer shall be deemed to have accepted title as it then iselected to terminate this Agreement. If Buyer elects to terminate this Agreement by notice given to Seller cures defects within Cure Periodor is deemed to have terminated this Agreement, the Xxxxxxx Money shall be immediately returned to Buyer, and upon such return, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. Notwithstanding the foregoing, Seller shall be required to cure: (i) any monetary liens or encumbrances against the Property; and (ii) any encumbrances against title which are created by or through Seller after the date hereof. In the event Seller fails or refuses to cure monetary liens or encumbrances against the Property, Buyer may, but is not obligated to, elect to satisfy such monetary liens or encumbrances and deduct the costs of the cure from the Purchase Price. Notwithstanding the foregoing, Seller shall not create, place, grant, convey, or otherwise voluntarily cause or otherwise consent to any liens, encumbrances or restrictions affecting the Real Property and Improvements, or any part thereof, to be created or suffered following the Effective Date of this Agreement, nor will Seller during said period convey any interest in the Property to anyone other than Buyer without Buyer’s prior written consent, which consent Buyer may withhold in its absolute discretion. At Closing, Seller will deliver written notice cause the Property to Buyer (be released or otherwise discharged from any lien securing the payment of a sum certain which has been voluntarily created by, or with proof the consent of, Seller or will bond over said lien to the reasonable satisfaction of cure acceptable to Buyer and Buyer’s attorney) title insurance company sufficient to cause said company to insure over said lien. Any exceptions to title to the Real Property or Improvements that arise between the Effective Date of the title commitment obtained by Buyer and the parties will close this Contract on Closing Date are referred to herein as “New Defects.” Buyer may notify Seller in writing (or if Closing Date has passed, within 10 days after Buyer’s receipt the “Gap Notice”) of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: any New Defect (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure raised by the defects Title Insurer between the Effective Date of the Title Commitment and the Closing (the “Extended Cure PeriodGap”); or ) and (b) electing not otherwise known to accept title with existing defects and close this Contract on Closing Buyer prior to the Effective Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the DepositTitle Commitment; provided that Buyer must notify Seller of such objection to title within two (2) business days of being made aware of the existence of such exceptions. If Buyer sends a Gap Notice to Seller, thereby releasing Buyer and Seller from all further shall have the same rights and obligations under with respect to such notice as exist in Section 6(a) of this Contract. If after reasonable diligent effort, Seller is unable Agreement with respect to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this ContractObjection Notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Title Examination. Within forty-five (45) days after the date of the delivery by Buyer of an Option Notice, Seller, as its sole cost and expense, shall deliver to buyer, for Buyer’s examination, an updated abstract of title for the Premises. In the alternative, in lieu of providing the Abstract of Title, the Seller may provide a commitment (the “Commitment”) for the issuance of an ALTA owner’s policy of the insurance, with extended coverage issued by Title Company, in the amount of the Purchase Price, committing to insure that Buyer will have 5 good and marketable title to the Premises and its appurtenances on the Date of Closing free and clear of any liens and exceptions to title and including relevant tax lien, special assessment, judgment and bankruptcy searches. In the event Buyer does not timely receive the updated abstract or Commitment within the time specified, Buyer may obtain such document, at Seller’s cost and expense. Title to the Premises and its appurtenances shall be subject to Buyer’s approval and all objections to the status of title shall be delivered to Seller in writing within ten (10) business days after receipt of Title Commitment the abstract or Commitment. Seller shall correct all such objections within sixty (60) days of Seller’s receipt thereof, it being understood that marketable fee title and not insurable title to examine it the Premises an is appurtenances is to be conveyed by Seller to Buyer; provided, in the event such objection cannot be corrected within said sixty (60) day period, such period shall be extended to the ext3nt reasonably necessary to complete such correction so long as Seller commences an effective cure thereof within said sixty (60) day period and notify Seller in writing specifying defect(s), if any, that render title unmarketableprosecutes such cure diligently to completion. If title to the Premises and its appurtenances is not marketable and is not made so by Seller provides Title Commitment and it is delivered within sixty (60) days of the delivery of said objections, or such longer period as may be available to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Sellerhereunder, Buyer shall be deemed have the option, in addition to have accepted title as it then is. If Seller cures defects within Cure Periodother remedies available at law or in equity, Seller will deliver written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: to:
(a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”)Declare this Agreement null and void; or or
(b) electing Waive any defect in title and, in such event, proceed to accept title with existing defects and close the transaction contemplated by this Contract on Closing Date (Agreement; provided, Buyer shall have the option, at Closing, to pay directly any liens, mortgages, charges or if Closing Date has passed, within similar encumbrances against the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defectsPremises that are liquidated in amount, and Buyer does not waive may deduct the defects, this Contract shall terminate, and Buyer shall receive a refund of amount so paid from the Deposit, thereby releasing Buyer and Seller from all further obligations under this ContractPurchase Price.
Appears in 1 contract
Title Examination. Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller 94 of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) 95 Buyer delivers proper written notice and Seller cures the defects within 10 days from receipt of the notice 96 (“Curative Period”). Seller shall have 5 use good faith efforts to cure the defects. If the defects are cured within the 97 Curative Period, closing will occur on the latter of 10 days after receipt by Xxxxx of Title Commitment notice of such curing or the 98 Scheduled Closing Date. Seller may elect not to examine it cure defects if Seller reasonably believes any defect cannot be 99 cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days 100 from receipt of notice of Xxxxxx’s inability to cure the defects to elect whether to terminate this Contract or accept 101 title subject to existing defects and notify close the transaction without reduction in purchase price. 102 (c) Survey: (check applicable provisions below) 103 (i.) ☒ Seller in writing specifying defect(s)will, within 5 days from Effective Date, deliver to Buyer copies of prior surveys, 104 Plans, specifications, and engineering documents, if any, that render title unmarketableand the following documents relevant to this 105 Transaction: 106 Shared Access Agreement , 107 Prepared for Seller or in Seller’s possession, which show all currently existing structures. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing DateIn the event this 108 Transaction does not close, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, all documents provided by Seller will deliver written notice be returned to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, Seller within 10 days after from the 109 date this Contract is terminated. 110 ☒ Buyer will, at ☐ Seller’s ☒ Buyer’s receipt expense and within the time period allowed to deliver and examine 111 title evidence, obtain a current certified survey of Seller’s notice)the Property from a registered surveyor. If Seller is unable to cure defects within Cure Periodthe survey reveals 112 encroachments on the Property or that the improvements encroach on the lands of another, then ☐ Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure will 113 accept the defects (“Extended Cure Period”); or (b) electing to accept title Property with existing defects and close this Contract on Closing Date (or if Closing Date has passed, encroachments ☒ such encroachments will constitute a title defect to be 114 cured within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or Curative Period. 115 (cd) electing to terminate this Contract Ingress and receive a refund of Egress: Seller warrants that the Deposit, thereby releasing Buyer Property presently has ingress and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractegress.
Appears in 1 contract
Samples: Commercial Contract
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller 421 in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is 422 delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of 423 receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after 424 receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer 425 shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver 426 written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this 427 Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If 428 Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUEDSTANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUED 429 (ii) deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within 430 which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); 431 or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has 432 passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) 433 electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all 434 further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and 435 Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, 436 thereby releasing Buyer and Seller from all further obligations under this Contract. 437 B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon 438 encroach on setback lines, easements, or lands of others, or violate any restrictions, covenants, or applicable 439 governmental regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of 440 such matters, together with a copy of Survey, to Seller within 5 days after Buyer’s receipt of Survey, but no later 441 than Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and 442 Survey shall constitute a title defect, subject to cure obligations of STANDARD A above. If Seller has delivered a 443 prior survey, Seller shall, at Buyer’s request, execute an affidavit of “no change” to the Real Property since the 444 preparation of such prior survey, to the extent the affirmations therein are true and correct.
Appears in 1 contract
Title Examination. Buyer shall order a title report (the “Title Report”) from the Title Insurer promptly after the date hereof. Seller shall deliver a copy of its most recent ALTA survey (which shall be certified), within two (2) business days after the date hereof which Buyer shall have 5 the right to have updated and revised to incorporate Buyer’s survey requirements. Before the expiration of the Due Diligence Period, Buyer may furnish to Seller a copy of Buyer’s Title Report and survey, together with a statement specifying any defects in title and/or the survey (the “Objections”). Seller shall notify Buyer within ten (10) days after receipt of Title Commitment to examine it and notify the Objections whether Seller in writing specifying defect(s), if any, that render title unmarketablewill cure the Objections. If Seller provides Title Commitment and it does not respond within said ten (10) day period, Seller shall be deemed to have elected to not cure the Objections. If Seller does not agree (or is delivered deemed to Buyer less than 5 days prior not agree) to Closing Datecure the Objections, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 the right, by notice given to Seller and Title Insurer within ten (10) days (“Cure Period”) after receipt of BuyerSeller’s notice (or within ten (10) days of the expiration of Seller’s ten (10) day response period, if Seller does not respond), either to take reasonable diligent efforts to remove defects(a) waive the Objections and close title without abatement or reduction of the Purchase Price, or (b) terminate this Agreement. If Buyer fails to so notify Sellerdeliver the Objections to Seller within the Due Diligence Period, then Buyer shall be deemed to have accepted title as it then iselected not to terminate this Agreement. If Buyer elects to terminate this Agreement the Xxxxxxx Money shall be immediately returned to Buyer, and upon such return, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. Notwithstanding the foregoing, Seller cures defects within Cure Periodshall be solely responsible for the payment or other satisfaction and discharge of record at or before the Closing of all liens and encumbrances against the Property and objected to by Buyer which can be removed by the payment of a fixed and ascertainable sum of money. In the event Seller fails or refuses to cure monetary liens or encumbrances against the Property, Buyer may, but is not obligated to, elect to satisfy such monetary liens or encumbrances and deduct the costs of the cure from the Purchase Price. Notwithstanding the foregoing, following the Effective Date of this Agreement, Seller shall not create, place, grant, convey, or otherwise voluntarily cause or otherwise consent to any liens, encumbrances or restrictions affecting the Real Property, or any part thereof, to be created, suffered to be placed or recorded against the title to the Real Property, nor will Seller during said period convey any interest in the Property to anyone other than Buyer without Buyer’s prior written consent, which consent Buyer may withhold in its absolute discretion. At Closing, Seller will deliver written notice cause the Real Property to Buyer (be released or otherwise discharged from any lien securing the payment of a sum certain which has been voluntarily created by, or with proof the consent of, Seller or will bond over said lien to the reasonable satisfaction of cure acceptable to Buyer and Buyer’s attorney) title insurance company sufficient to cause said company to insure over said lien. Any exceptions to title to the Real Property that arise between the Effective Date of the title commitment obtained by Buyer and the parties will close this Contract on Closing Date are referred to herein as “New Defects.” Buyer may notify Seller in writing (or if Closing Date has passed, within 10 days after Buyer’s receipt the “Gap Notice”) of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: any New Defect (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure raised by the defects Title Insurer between the Effective Date of the Title Commitment and the Closing (the “Extended Cure PeriodGap”); or ) and (b) electing not otherwise known to accept title with existing defects and close this Contract on Closing Buyer prior to the Effective Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the DepositTitle Commitment; provided that Buyer must notify Seller of such objection to title within two (2) business days of being made aware of the existence of such exceptions. If Buyer sends a Gap Notice to Seller, thereby releasing Buyer and Seller from all further shall have the same rights and obligations under with respect to such notice as exist in Section 5(a) of this Contract. If after reasonable diligent effort, Seller is unable Agreement with respect to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this ContractObjection Notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller in 350 writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is delivered 351 to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to 352 examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s 353 notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to 354 have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with 355 proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if 356 Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects 357 within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) 358 extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use 359 reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with 360 existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days 361 after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and 362 receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If 363 after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this 364 Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all 365 further obligations under this Contract. 366 B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon encroach 367 on setback lines, easements, or lands of others, or violate any restrictions, covenants, or applicable governmental 368 regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of such matters, 369 together with a copy of Survey, to Seller within 5 days after Buyer’s receipt of Survey, but no later than Closing. If Buyer 370 timely delivers such notice and Survey to Seller, such matters identified in the notice and Survey shall constitute a title 371 defect, subject to cure obligations of STANDARD A above. If Seller has delivered a prior survey, Seller shall, at Buyer’s 372 request, execute an affidavit of “no change” to the Real Property since the preparation of such prior survey, to the 373 extent the affirmations therein are true and correct.
Appears in 1 contract
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify 454 Seller in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and 455 it is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after 456 date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) 457 after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify 458 Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller 459 will deliver written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties 460 will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of 461 Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after 462 expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to 463 exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects 464 (“Extended Cure Period”); or (b) electing to accept title with existing defects and close this Contract on Closing 465 Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s 466 receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby 467 releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller 468 is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer 469 shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this 470 Contract.
Appears in 1 contract
Title Examination. Buyer (a) Purchaser shall order and obtain a title insurance commitment (the “Commitment”) from a national title insurance company of its selection (“Title Insurer”), insuring fee-simple marketable surface title to the Property. Purchaser shall have 5 until the expiration of the Inspection Period to examine the Commitment and all instruments listed as exceptions and as requirements therein. If title is found unacceptable to Purchaser, Purchaser shall, on or before expiration of the Inspection Period, provide Notice(s) to Seller specifying its title and/or survey objections (the “Title Notice”), and any exceptions set forth in the Commitment or Survey to which Purchaser does not object pursuant to a Title Notice shall be deemed a permitted exception (the “Permitted Exceptions”). Seller will have 10 days after from receipt of Purchaser’s Title Commitment to examine it and notify Seller in writing specifying defect(sNotice(s), if any(the “Seller’s Response Period”) to either (i) notify Purchaser that it will cure any of such title objections and the steps it will take to do so, (ii) notify Purchaser that render title unmarketableit elects not to cure any of such objections. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify respond within Seller’s Response Period, Buyer shall be then Seller is deemed to have accepted title as it then iselected not to seek to remove, correct, and/or satisfy any objections. If Seller’s response indicates that Seller cures defects will not seek to remove, correct, and/or satisfy certain objections set forth in Purchaser’ Title Notice, or if Seller fails to notify Purchaser of Seller’s response within Cure Seller’s Response Period, Seller will deliver then Purchaser may either (i) waive certain objections set forth in Purchaser’s Title Notice and proceed with Closing or (ii) terminate this Agreement by sending written notice thereof to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 Seller not later than 5 business days after Buyerthe later of Purchaser’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Periodresponse if any, then Buyer may, within 5 days after or expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice)Response Period if Seller failed to provide a timely response. If Purchaser fails to terminate this Agreement, Purchaser is deemed to have waived any of those certain objections set forth in a Title Notice that Seller has elected not to cure, and to have accepted those title conditions as Permitted Exceptions. If there remain at Closing any objections that Purchaser included in Purchaser’s Title Notice(s) for which Seller affirmatively agreed to seek to remove, correct, and/or satisfy, then Purchaser may elect to: (i) waive such objections and proceed with the Closing and accept the Property subject to such exceptions without reduction of the Purchase Price, and all such exceptions so waived or otherwise accepted by Purchaser shall hereinafter constitute “Permitted Exceptions”, or (cii) electing to Purchaser may terminate this Contract and receive a refund of the DepositAgreement, thereby releasing Buyer Purchaser and Seller from all further obligations under this ContractAgreement (except those that expressly survive), upon which the APA shall also terminate. Notwithstanding the foregoing, Seller shall cure or cause any monetary liens against the Property to be satisfied and removed at or prior to Closing and to remove any lis pendens against the Property.
(b) If any subsequent update of the Commitment reveals any additional exceptions not permitted by this Agreement, Seller shall have 10 days in which to remove such additional exceptions, subject to the limitations set forth above. If after reasonable diligent effort, Seller elects not to remove or is unable to timely remove such additional exceptions, Purchaser shall have the same rights and remedies as provided above, except that the Closing shall not be extended more than 10 days to permit Seller to cure defectsany such additional exceptions.
(c) Seller and Purchaser each agree to provide commercially reasonable affidavits and documentation, acceptable in form and substance to Seller and Purchaser, to enable the Title Company to delete all Schedule B-I requirements, the “gap” exception, and Buyer does not waive the defects, this Contract construction lien and parties in possession exceptions from the Commitment at Closing. Seller and Purchaser each shall terminate, and Buyer shall receive a refund be responsible for satisfying those Schedule B-I requirements applicable to each of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractthem.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (LMP Automotive Holdings, Inc.)
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller in 431 writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is delivered 432 to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to 433 examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s 434 notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to 435 have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with 436 proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if 437 Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects 438 within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) 439 extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use 440 reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with 441 existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days 442 after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and 443 receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If 444 after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this 445 Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all 446 further obligations under this Contract.
Appears in 1 contract
Title Examination. Buyer shall order a title report or commitment for title insurance (the “Title Report”) from the Title Company promptly after the Effective Date. Seller shall deliver a copy of its most recent ALTA survey (which shall be certified), within three (3) Business Days after the Effective Date, which Buyer shall have 5 the right to have updated and revised to incorporate Buyer’s survey requirements. Before the expiration of the Due Diligence Period, Buyer may furnish to Seller a copy of Buyer’s Title Report and survey, together with a statement specifying any defects in condition of title to the Property and Operating Assets required by this Agreement (the “Objections”). Seller Parties shall notify Buyer within ten (10) days after receipt of Title Commitment to examine it and notify Seller in writing specifying defect(s), if any, that render title unmarketablethe Objections whether they will cure the Objections. If Seller provides Title Commitment and it Parties do not respond within said ten (10) day period, they shall be deemed to have elected to cure the Objections. If Seller Parties do not agree (or is delivered deemed to Buyer less than 5 days prior not agree) to Closing Datecure the Objections, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 the right, by notice given to Seller Parties and Title Company within ten (10) days (“Cure Period”) after receipt of Buyer’s Seller Parties’ notice (or within ten (10) days of the expiration of Seller Parties’ ten (10) day response period, if Seller Party does not respond), either to take reasonable diligent efforts to remove defects(a) waive the Objections and close title without abatement or reduction of the Purchase Price, or (b) terminate this Agreement and obtain a refund of the Deposit. If Buyer fails to so notify Sellerdeliver the Objections to Seller Parties within the Due Diligence Period, then Buyer shall be deemed to have accepted title elected to waive its right to make Objections. If Buyer elects to terminate this Agreement by notice or is deemed to have terminated this Agreement, the Deposit shall be immediately returned to Buyer, and upon such return, except as it then isexpressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. Notwithstanding the foregoing, Seller shall be solely responsible for the payment or other satisfaction and discharge of record at or before the Closing of all liens and encumbrances against the Property and objected to by Buyer which can be removed by the payment of a fixed and ascertainable sum of money. If Seller cures defects within Cure Periodfails or refuses to cure monetary liens or encumbrances against the Property, at Buyer’s written direction, Title Company shall satisfy such monetary liens or encumbrances by paying same from the Purchase Price received from or on behalf of Buyer. Notwithstanding any provision of this Agreement to the contrary, following the Effective Date of this Agreement, Seller Party shall not create, place, grant, convey, or otherwise voluntarily cause or otherwise consent to any liens, encumbrances or restrictions affecting the Property or the Operating Assets, or any part thereof, to be created, suffered to be placed or recorded against the title to the Real Property, nor will deliver a Seller Party during said period convey any interest in the Property or the Operating Assets to anyone other than Buyer without Buyer’s prior written notice consent, which consent Buyer may withhold in its absolute discretion. At Closing, Seller Parties will cause the Real Property and the Operating Assets to Buyer (be released or otherwise discharged from any lien securing the payment of a sum certain which has been voluntarily created by, or with proof the consent of, Seller or with Buyer’s consent will bond over said lien to the reasonable satisfaction of cure acceptable to Buyer and Buyer’s attorney) Title Company sufficient to cause Title Company to insure over said lien. Any exceptions to title to the Real Property or Operating Assets that arise between the effective date of the title commitment obtained by Buyer and the parties will close this Contract on Closing Date are referred to herein as “New Defects.” Buyer may notify Seller Parties in writing (or if Closing Date has passed, within 10 days after Buyer’s receipt the “Gap Notice”) of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: any New Defect (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure raised by the defects Title Company between the effective date of the Title Commitment and the Closing (the “Extended Cure PeriodGap”); , or (b) electing not otherwise known to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within Buyer prior to the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund effective date of the Deposit, thereby releasing Title Commitment; provided that Buyer and must notify Seller from all further obligations under this ContractParties in writing of such objection to title within two (2) Business Days of being made aware of the existence of such exceptions. If after reasonable diligent effortBuyer sends a Gap Notice, Seller is unable the parties shall have the same rights and obligations with respect to timely cure defects, and Buyer does not waive such notice as exist in Section 6(a) of this Agreement with respect to the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this ContractObjections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Griffin-American Healthcare REIT IV, Inc.)
Title Examination. Buyer shall order a title report or commitment for title insurance (the “Title Report”) from the Title Insurer promptly after the Effective Date and shall provide a copy thereof to Sellers within five (5) business days of receipt thereof. Sellers have delivered copies of the most recent ALTA surveys for the Properties prior to the execution of this Agreement, which Buyer shall have 5 the right to have updated and revised to incorporate Buyer’s survey requirements. Before the expiration of the Due Diligence Period, Buyer shall furnish to Sellers a copy of Buyer’s Title Report and surveys, together with a statement specifying any defects in title and/or the survey (the “Objections”) and identifying any restrictive covenant, declaration and/or reciprocal easement agreement of record for which an estoppel certificate is required pursuant to Section 13(g) of this Agreement. Sellers shall notify Buyer within five (5) business days after receipt of Title Commitment to examine it and notify Seller in writing specifying defect(s), if any, that render title unmarketablethe Objections whether Sellers will cure the Objections. If Seller provides Title Commitment and it Sellers do not respond within said five (5) business day period, Sellers shall be deemed to have elected to not cure the Objections. If Sellers do not agree (or is delivered deemed to Buyer less than 5 days prior not agree) to Closing Datecure the Objections, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 the right, by notice given to Seller and Title Insurer within ten (10) days (“Cure Period”) after receipt of Buyer’s Sellers’ notice (or within ten (10) days of the expiration of Sellers’ five (5) business day response period, if Sellers do not respond), either to take reasonable diligent efforts to remove defects(a) waive the Objections and close title without abatement or reduction of the Purchase Price, or (b) terminate this Agreement and obtain a refund of the Xxxxxxx Money. If Buyer fails to so notify Sellerdeliver the Objections to Sellers within the Due Diligence Period, then Buyer shall be deemed to have accepted title as it then iselected to waive its right to make Objections. If Seller cures defects within Cure PeriodBuyer elects to terminate this Agreement by notice given to Sellers or is deemed to have terminated this Agreement, Seller the Xxxxxxx Money shall be immediately returned to Buyer, and upon such return, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. Notwithstanding the foregoing, Sellers shall be solely responsible for the payment or other satisfaction and discharge of record at or before the Closing of all liens and encumbrances against the Property (other than those of the Tanglewood Loan, if Lender authorizes Buyer to assume and Buyer elects to assume same) which can be removed by the payment of a fixed and ascertainable sum of money. In the event Sellers fail or refuse to cure monetary liens or encumbrances against the Property, Buyer may, but is not obligated to, elect to satisfy such monetary liens or encumbrances and deduct the costs of the cure from the Purchase Price. Notwithstanding any provision of this Agreement to the contrary, following the Effective Date of this Agreement, Sellers shall not create, place, grant, convey, or otherwise voluntarily cause or otherwise consent to any liens, encumbrances or restrictions affecting the Properties, or any part thereof, to be created, suffered to be placed or recorded against the title to the Properties, nor will deliver Sellers during said period convey any interest in the Property to anyone other than Buyer without Buyer’s prior written notice consent, which consent Buyer may withhold in its absolute discretion. At Closing, Sellers will cause the Properties to Buyer (be released or otherwise discharged from any lien securing the payment of a sum certain which has been voluntarily created by, or with proof the consent of, Sellers, or will bond over said lien to the reasonable satisfaction of cure acceptable to Buyer and Buyer’s attorney) title insurance company sufficient to cause said company to insure over said lien, except the foregoing shall not apply to the Tanglewood Loan if Buyer assumes the Tanglewood Loan. Any exceptions to title to any Property that arise between the Effective Date of the title commitment obtained by Buyer and the parties will close this Contract on Closing Date are referred to herein as “New Defects.” Buyer may notify Sellers in writing (or if Closing Date has passed, within 10 days after Buyer’s receipt the “Gap Notice”) of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: any New Defect (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure raised by the defects Title Insurer between the Effective Date of the Title Commitment and the Closing (the “Extended Cure PeriodGap”); or , and (b) electing not otherwise known to accept title with existing defects and close this Contract on Closing Buyer prior to the Effective Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the DepositTitle Commitment; provided that Buyer must notify Sellers of such objection to title within two (2) business days of being made aware of the existence of such exceptions. If Buyer sends a Gap Notice to Seller, thereby releasing Buyer and Seller from all further Sellers shall have the same rights and obligations under with respect to such notice as exist in Section 6(a) of this Contract. If after reasonable diligent effort, Seller is unable Agreement with respect to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this ContractObjection Notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Griffin-American Healthcare REIT III, Inc.)
Title Examination. Buyer (a) Purchaser shall order and obtain a title insurance commitment (the “Commitment”) from a national title insurance company of its selection (“Title Insurer”), insuring fee-simple marketable surface title to the Property. Purchaser shall have 5 until the expiration of the Inspection Period to examine the Commitment and all instruments listed as exceptions and as requirements therein. If title is found unacceptable to Purchaser, Purchaser shall, on or before expiration of the Inspection Period, provide Notice(s) to Seller specifying its title and/or survey objections (the “Title Notice”), and any exceptions set forth in the Commitment or Survey to which Purchaser does not object pursuant to a Title Notice shall be deemed a permitted exception (the “Permitted Exceptions”). Seller will have 10 days after from receipt of Purchaser’s Title Commitment to examine it and notify Seller in writing specifying defect(sNotice(s), if any(the “Seller’s Response Period”) to either (i) notify Purchaser that it will cure any of such title objections and the steps it will take to do so, (ii) notify Purchaser that render title unmarketableit elects not to cure any of such objections. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify respond within Seller’s Response Period, Buyer shall be then Seller is deemed to have accepted title as it then iselected not to seek to remove, correct, and/or satisfy any objections. If Seller’s response indicates that Seller cures defects will not seek to remove, correct, and/or satisfy certain objections set forth in Purchaser’ Title Notice, or if Seller fails to notify Purchaser of Seller’s response within Cure Seller’s Response Period, Seller will deliver then Purchaser may either (i) waive certain objections set forth in Purchaser’s Title Notice and proceed with Closing or (ii) terminate this Agreement by sending written notice thereof to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 Seller not later than 5 business days after Buyerthe later of Purchaser’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Periodresponse if any, then Buyer may, within 5 days after or expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice)Response Period if Seller failed to provide a timely response. If Purchaser fails to terminate this Agreement, Purchaser is deemed to have waived any of those certain objections set forth in a Title Notice that Seller has elected not to cure, and to have accepted those title conditions as Permitted Exceptions. If there remain at Closing any objections that Purchaser included in Purchaser’s Title Notice(s) for which Seller affirmatively agreed to seek to remove, correct, and/or satisfy, then Purchaser may elect to: (i) waive such objections and proceed with the Closing and accept the Property subject to such exceptions without reduction of the Purchase Price, and all such exceptions so waived or otherwise accepted by Purchaser shall hereinafter constitute “Permitted Exceptions”, or (cii) electing to Purchaser may terminate this Contract and receive a refund of the DepositAgreement, thereby releasing Buyer Purchaser and Seller from all further obligations under this ContractAgreement (except those that expressly survive), upon which the APA shall also terminate. Notwithstanding the foregoing, Seller shall cure or cause any monetary liens against the Property to be satisfied and removed at or prior to Closing and to remove any liens pendens against the Property.
(b) If any subsequent update of the Commitment reveals any additional exceptions not permitted by this Agreement, Seller shall have 10 days in which to remove such additional exceptions, subject to the limitations set forth above. If after reasonable diligent effort, Seller elects not to remove or is unable to timely remove such additional exceptions, Purchaser shall have the same rights and remedies as provided above, except that the Closing shall not be extended more than 10 days to permit Seller to cure defectsany such additional exceptions.
(c) Seller and Purchaser each agree to provide commercially reasonable affidavits and documentation, acceptable in form and substance to Seller and Purchaser, to enable the Title Company to delete all Schedule B-I requirements, the “gap” exception, and Buyer does not waive the defects, this Contract construction lien and parties in possession exceptions from the Commitment at Closing. Seller and Purchaser each shall terminate, and Buyer shall receive a refund be responsible for satisfying those Schedule B-I requirements applicable to each of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractthem.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (LMP Automotive Holdings, Inc.)
Title Examination. Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller 94 of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) 95 Buyer delivers proper written notice and Seller cures the defects within days from receipt of the notice 96 (“Curative Period”). Seller shall have 5 use good faith efforts to cure the defects. If the defects are cured within the 97 Curative Period, closing will occur on the latter of 10 days after receipt by Xxxxx of Title Commitment notice of such curing or the 98 scheduled Closing Date. Seller may elect not to examine it cure defects if Seller reasonably believes any defect cannot be 99 cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days 100 from receipt of notice of Xxxxxx’s inability to cure the defects to elect whether to terminate this Contract or accept 101 title subject to existing defects and notify close the transaction without reduction in purchase price. 102 (c) Survey: (check applicable provisions below) 103 (i.) 🞏 Seller in writing specifying defect(s)will, within days from Effective Date, deliver to Buyer copies of prior surveys, 104 plans, specifications, and engineering documents, if any, that render title unmarketableand the following documents relevant to this 105 transaction: 106 , 107 prepared for Seller or in Seller’s possession, which show all currently existing structures. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing DateIn the event this 108 transaction does not close, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, all documents provided by Seller will deliver written notice be returned to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, Seller within 10 days after from the 109 date this Contract is terminated. 110 🞏 Buyer will, at 🞏 Seller’s 🞏 Buyer’s receipt expense and within the time period allowed to deliver and examine 111 title evidence, obtain a current certified survey of Seller’s notice)the Property from a registered surveyor. If Seller is unable to cure defects within Cure Periodthe survey reveals 112 encroachments on the Property or that the improvements encroach on the lands of another, then 🞏 Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure will 113 accept the defects (“Extended Cure Period”); or (b) electing to accept title Property with existing defects and close this Contract on Closing Date (or if Closing Date has passed, encroachments 🞏 such encroachments will constitute a title defect to be 114 cured within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or Curative Period. DO NOT COPY 115 (cd) electing to terminate this Contract Ingress and receive a refund of Egress: Seller warrants that the Deposit, thereby releasing Buyer Property presently has ingress and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractegress.
Appears in 1 contract
Samples: Commercial Contract
Title Examination. Within five (5) business days after the Effective Date, Buyer shall have 5 order a title report with respect to the Property (the “Title Report”) from the Title Insurer. Buyer may order a survey of the Property (the “Survey”). Buyer may furnish to Seller prior to the expiration of the Examination Period a statement specifying any defects in title and/or the Survey (the “Objections”). Seller shall notify Buyer within five (5) days after receipt of the Objections whether Seller will cure the Objections. If Seller does not respond within said five (5) 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 the Objections, Buyer shall have the right, by notice given to Seller and Title Commitment 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 respond), either to examine it (a) waive the Objections and proceed with the transactions contemplated by this Agreement, in which event such Objections shall be Permitted Exceptions, or (b) terminate this Agreement, in which event the Xxxxxxx Money shall be paid to Buyer. 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. If at any time after Buyer’s receipt of the initial Title Report or Survey, 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 (the “New Exception”), 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 specifying defect(s)of Buyer’s approval or disapproval of the New Exception, or if anyno such notice is provided, that render title unmarketablesuch 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 the New Exception. If Seller provides Title Commitment and it is delivered fails to deliver a notice to Buyer less than 5 within two (2) business days prior after the expiration of the New Exception Review Period, Seller shall be deemed to Closing Datehave elected not to cure the New Exception. If Buyer is dissatisfied with Seller’s response, or lack thereof, Buyer may extend Closing for up may, as its exclusive remedy, elect, upon written notice to 5 Seller two (2) business days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Seller’s response (or within two (2) business days of the expiration of Seller’s two (2) business day response period, if Seller does not respond), either: (a) to terminate this Agreement, in which event the Xxxxxxx Money shall be paid to Buyer’s notice , or (b) to take reasonable diligent efforts to remove defectswaive 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 so 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 two (2) business day response period, if Seller does not respond), Buyer shall be deemed to have accepted title as it then iselected to approve and irrevocably waive any objections to the New Exception, in which event such New Exception shall be a Permitted Exception. If Seller cures defects within Cure PeriodNotwithstanding the foregoing, Seller will deliver written notice shall be required to cure: (x) all monetary liens or encumbrances against the Property that are dischargeable by payment of a liquidated sum; and (y) all encumbrances against title which are created by or through Seller after the date hereof except if otherwise approved in writing by Buyer (with proof of cure acceptable to Buyer and in Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractsole discretion.
Appears in 1 contract
Samples: Agreement for Purchase and Sale of Real Property (Big Lots Inc)
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller 416 in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is 417 delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of 418 receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after 419 receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer 420 shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver 421 written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this 422 Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If 423 Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, 424 deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which 425 Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or 426 (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has 427 passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) 428 electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all 429 further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and 430 Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, 431 thereby releasing Buyer and Seller from all further obligations under this Contract. 432 B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon 433 encroach on setback lines, easements, or lands of others, or violate any restrictions, covenants, or applicable 434 governmental regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of 435 such matters, together with a copy of Survey, to Seller within 5 days after Buyer’s receipt of Survey, but no later 436 than Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and 437 Survey shall constitute a title defect, subject to cure obligations of STANDARD A above. If Seller has delivered a 438 prior survey, Seller shall, at Buyer’s request, execute an affidavit of “no change” to the Real Property since the 439 preparation of such prior survey, to the extent the affirmations therein are true and correct.
Appears in 1 contract
Title Examination. 7.1 Within fifteen (15) days after of this Agreement, the Selling Parties shall, at their own expense, cause to be prepared and delivered to Buyer commitments for American Land Title Association ("ALTA") Owner's Policy Form 1970-B Expanded Coverage title insurance policies by a title company reasonably acceptable to Buyer covering the Leased Real Property (as defined below), in form reasonably acceptable to Buyer, together with copies of all documents referred to in the commitments. Said commitments shall include, but shall not be limited to, endorsements deleting or limiting to the satisfaction of Buyer the standard exceptions, agreeing to provide affirmative insurance in respect of zoning matters and insuring the value of the Part B Permit. The aggregate amount of such commitments shall be $1,250,000 or such other amount as Buyer shall have 5 determine. The cost of such title insurance shall be borne by Seller in an amount not to exceed $2,000.
7.2 Within fifteen (15) days after the execution of this Agreement, the Selling Parties shall, at their own expense, furnish Buyer with a current, accurate survey of the Real Property and the Leased Real Property, in accordance with the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Survey and meeting the requirements of the Urban Society, certified to Buyer and to said title company by a registered land surveyor acceptable to Buyer and to said title insurance company, and otherwise in the form acceptable to Buyer and to said title insurance company. The cost of such survey(s) shall be borne by Seller in an amount not to exceed $2,000.
7.3 Buyer shall examine the commitment and surveys provided pursuant hereto, and shall be allowed fifteen (15) days after receipt of the last thereof to notify the Selling Parties of any objections to title to said property ("Title Commitment Objections"). If any Title Objections are made, the Selling Parties shall use their best efforts to examine it and notify Seller cure the Title Objections within fifteen (15) days (or within such longer period of time as Buyer in writing specifying defect(s)its sole discretion determines to be reasonable) following receipt of notice from Buyer, but the Selling Parties shall not be obligated to spend more than $10,000 to cure the Title Objections. Unless Buyer waives its Title Objections, the Closing Date shall be extended for thirty (30) days or until such earlier date, if any, that render title unmarketableas the Title Objections have been cured. If Seller provides In the event the Selling Parties are unable to cure the Title Commitment Objections within such period or it costs more than $10,000 to cure the Title Objections, then Buyer shall have the right and it is delivered option to terminate this Agreement, or to waive its objections, or to allow the Selling Parties additional time in which to cure the Title Objections, in which case the Closing Date shall be appropriately further extended.
7.4 The Selling Parties shall cooperate with Buyer less than 5 days prior both before and after the Closing in connection with the efforts of Buyer, if any, to cure any Title Objections raised by Buyer (subject to the financial limitations set forth in Section 7) which are not cured before the Closing Date, if Buyer may extend Closing for up elects to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractnotwithstanding such objections.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mercury Waste Solutions Inc)
Title Examination. Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller 94 of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) 95 Buyer delivers proper written notice and Seller cures the defects within days from receipt of the notice 96 ("Curative Period"). Seller shall have 5 use good faith efforts to cure the defects. If the defects are cured within the 97 Curative Period, closing will occur on the latter of 10 days after receipt by Buyer of Title Commitment notice of such curing or the 98 scheduled Closing Date. Seller may elect not to examine it cure defects if Seller reasonably believes any defect cannot be 99 cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days 100 from receipt of notice of Seller's inability to cure the defects to elect whether to terminate this Contract or accept 101 title subject to existing defects and notify close the transaction without reduction in purchase price. 102 (c) Survey: (check applicable provisions below) 103 Seller in writing specifying defect(s)will, within days from Effective Date, deliver to Buyer copies of prior surveys, 104 plans, specifications, and engineering documents, if any, that render title unmarketableand the following documents relevant to this 105 transaction: 106 , 107 prepared for Seller or in Seller's possession, which show all currently existing structures. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing DateIn the event this 108 transaction does not close, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, all documents provided by Seller will deliver written notice be returned to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, Seller within 10 days after Buyer’s receipt from the 109 date this Contract is terminated. 110 111 title evidence, obtain a current certified survey of Seller’s notice)the Property from a registered surveyor. If Seller is unable to cure defects within Cure Periodthe survey reveals 112 encroachments on the Property or that the improvements encroach on the lands of another, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure will 113 accept the defects (“Extended Cure Period”); or (b) electing to accept title Property with existing defects and close this Contract on Closing Date (or if Closing Date has passed, encroachments such encroachments will constitute a title defect to be 114 cured within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or Curative Period. 115 (cd) electing to terminate this Contract Ingress and receive a refund of Egress: Seller warrants that the Deposit, thereby releasing Buyer Property presently has ingress and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractegress.
Appears in 1 contract
Samples: Commercial Contract
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify 407 Seller in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it 408 is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after 409 date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) 410 after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, 411 Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will 412 deliver written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will 413 close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s 414 notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of 415 Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days 416 within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure 417 Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date 418 has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or 419 (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from 420 all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, 421 and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, 422 thereby releasing Buyer and Seller from all further obligations under this Contract.
Appears in 1 contract
Title Examination. Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller 475 in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is 476 delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of 477 receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after 478 receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer 479 shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver 480 written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this 481 Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If 482 Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, 483 deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which 484 Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or 485 (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has 486 passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) 487 electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all 488 further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and 489 Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, 490 thereby releasing Buyer and Seller from all further obligations under this Contract. 491 B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon 492 encroach on setback lines, easements, or lands of others, or violate any restrictions, covenants, or applicable 493 governmental regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of 494 such matters, together with a copy of Survey, to Seller within 5 days after Buyer’s receipt of Survey, but no later 495 than Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and 496 Survey shall constitute a title defect, subject to cure obligations of STANDARD A above. If Seller has delivered a 497 prior survey, Seller shall, at Buyer’s request, execute an affidavit of “no change” to the Real Property since the 498 preparation of such prior survey, to the extent the affirmations therein are true and correct.
Appears in 1 contract
Title Examination. Buyer shall have 5 10 business days after from the date of receiving the title commitment to examine it. If title does not conform to the requirements of this Contract, Buyer shall within 10 days of receipt of Title Commitment to examine it and the title commitment, notify Seller in writing specifying the defects. Except as provided herein, the parties understand and agree that no 6 <PAGE> postponement, extensions, or modifications in the date of termination of the Inspection Period shall be available to Buyer for title defects or any other reason or cause. If title is not good, marketable, and free of exceptions that would prevent Buyer from using the Property for its business, Seller shall have 120 days from receipt of notice within which to remove the defect(s)) and Closing may be postponed accordingly. Seller shall use reasonable efforts to remove the defect; not to include the filing of a lawsuit to have the defect removed. If Seller is unsuccessful in removing such defects prior to Closing and notifies Buyer, in writing, of its unsuccessful efforts to remove said defects, Buyer shall have the option of either (1) accepting the title as it then is with no reduction in the Purchase Price, or (2) demanding a refund of the Deposit paid hereunder together with any interest which may have accrued on the Deposit, if any, that render title unmarketable. If Seller provides Title Commitment which shall be promptly returned to the Buyer, after which time Buyer and it is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after be released as to one another, of all further obligations under this Contract. Any such cancellation shall be treated in the same manner as the receipt of Buyer’s a cancellation notice to take reasonable diligent efforts to remove defectsdescribed in Paragraph 4 above. If Buyer fails to so notify Sellermake such election with the Inspection Period, or if Buyer shall fail to give timely notice to Seller of the defects in title within the time specified, then, Buyer shall be deemed to have accepted agreed that Seller's title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice conforms to Buyer (with proof the requirements of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable agrees that if title does not conform to timely cure defectsthe requirements of this Contract, and Buyer does gives timely notice of same, it will use reasonable effort, which will not waive include the defectsbringing of necessary suits, this Contract shall terminate, and Buyer shall receive a refund of to correct the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractdefect(s) in title as provided hereinabove.
Appears in 1 contract
Samples: Contract for Purchase and Sale
Title Examination. Buyer shall order a title report or commitment for title insurance (the “Preliminary Title Report”) from the Title Insurer, including all documentation for the exceptions to the Preliminary Title Report, and shall deliver the Preliminary Title Report to the Buyer within five (5) days of the Effective Date. Seller shall deliver a copy of its most recent survey (which shall be certified by the surveyor who completed the same) (the “Survey”), within two (2) business days after the Effective Date, which Buyer shall have 5 the right to have updated and revised to incorporate Buyer’s survey requirements. Within thirty (30) days of receipt of the Preliminary Title Report and the Survey, Buyer shall object to any defects in Preliminary Title Report and/or the Survey (“Objections”), which shall be in writing and delivered to Seller (“Objection Notice”). Seller shall notify Buyer within ten (10) days after receipt of Title Commitment to examine it and notify the Objection Notice whether Seller in writing specifying defect(s), if any, that render title unmarketablewill cure the Objections. If Seller provides Title Commitment and it does not respond within said ten (10) day period, Seller shall be deemed to have elected to not cure the Objections. If Seller does not agree (or is delivered deemed to Buyer less than 5 days prior not agree) to Closing Datecure the Objections, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 the right, by notice given to Seller and Title Insurer within ten (10) days (“Cure Period”) after receipt of BuyerSeller’s notice (or within ten (10) days of the expiration of Seller’s ten (10) day response period, if Seller does not respond), either to take reasonable diligent efforts to remove defects(i) waive the Objections and proceed with Closing without abatement or reduction of the Purchase Price, or (ii) terminate this Agreement and obtain a refund of the Xxxxxxx Money. If Buyer fails to so notify Sellerdeliver the Objection Notice to Seller within the time period set forth herein, then Buyer shall be deemed to have accepted title as it then iselected to waive its right to make Objections. If Buyer elects to terminate this Agreement by notice given to Seller cures defects within Cure Periodor is deemed to have terminated this Agreement, the Xxxxxxx Money shall be immediately returned to Buyer, and upon such return, except as expressly provided herein, this Agreement and all rights and obligations of the respective Parties hereunder shall be null and void. Notwithstanding the foregoing, Seller shall be solely responsible for the payment or other satisfaction and discharge of record at or before the Closing of all liens and encumbrances against the Property and objected to by Buyer which can be removed by the payment of a fixed and ascertainable sum of money. In the event Seller fails or refuses to cure monetary liens or encumbrances against the Property, Buyer may, but is not obligated to, elect to satisfy such monetary liens or encumbrances and deduct the costs of the cure from the Purchase Price. Notwithstanding any provision of this Agreement to the contrary, following the Effective Date of this Agreement, Seller shall not create, place, grant, convey, or otherwise voluntarily cause or otherwise consent to any liens, encumbrances or restrictions affecting the Real Property, or any part thereof, to be created, suffered to be placed or recorded against the title to the Real Property, nor will Seller during said period convey any interest in the Property to anyone other than Buyer without Buyer’s prior written consent, which consent Buyer may withhold in its absolute discretion. At Closing, Seller will deliver written notice cause the Real Property to Buyer (be released or otherwise discharged from any lien securing the payment of a sum certain which has been voluntarily created by, or with proof the consent of, Seller or will bond over said lien to the reasonable satisfaction of cure acceptable to Buyer and Buyer’s attorney) title insurance company sufficient to cause said company to insure over said lien. Any exceptions to title to the Real Property that arise between the effective date of the Preliminary Title Report obtained by Buyer and the parties will close this Contract on Closing Date are referred to herein as “New Defects.” Buyer may notify Seller in writing (or if Closing Date has passed, within 10 days after Buyer’s receipt the “Gap Notice”) of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: any New Defect (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure raised by the defects Title Insurer between the effective date of the Preliminary Title Report and the Closing (the “Extended Cure PeriodGap”); or , and (b) electing not otherwise known to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within Buyer prior to the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund date of the DepositPreliminary Title Report; provided that Buyer must notify Seller of such objection to title within two (2) business days of being made aware of the existence of such New Defects. If Buyer sends a Gap Notice to Seller, thereby releasing Buyer and Seller from all further shall have the same rights and obligations under with respect to such notice as exist in Section 6(a) of this Contract. If after reasonable diligent effort, Seller is unable Agreement with respect to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this ContractObjection Notice.
Appears in 1 contract
Title Examination. Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller 94 of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) 95 Buyer delivers proper written notice and Seller cures the defects within days from receipt of the notice 96 ("Curative Period"). Seller shall have 5 use good faith efforts to cure the defects. If the defects are cured within the 97 Curative Period, closing will occur on the latter of 10 days after receipt by Buyer of Title Commitment notice of such curing or the 98 scheduled Closing Date. Seller may elect not to examine it cure defects if Seller reasonably believes any defect cannot be 99 cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days 100 from receipt of notice of Seller's inability to cure the defects to elect whether to terminate this Contract or accept 101 title subject to existing defects and notify close the transaction without reduction in purchase price. 102 (c) Survey: (check applicable provisions below) 103 (i.) Seller in writing specifying defect(s)will, within _ days from Effective Date, deliver to Buyer copies of prior surveys, 104 plans, specifications, and engineering documents, if any, that render title unmarketableand the following documents relevant to this 105 transaction: 106 , 107 prepared for Seller or in Seller's possession, which show all currently existing structures. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing DateIn the event this 108 transaction does not close, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, all documents provided by Seller will deliver written notice be returned to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, Seller within 10 days after from the 109 date this Contract is terminated. 110 Buyer will, at Seller's Buyer’s receipt 's expense and within the time period allowed to deliver and examine 111 title evidence, obtain a current certified survey of Seller’s notice)the Property from a registered surveyor. If Seller is unable to cure defects within Cure Periodthe survey reveals 112 encroachments on the Property or that the improvements encroach on the lands of another, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure will 113 accept the defects (“Extended Cure Period”); or (b) electing to accept title Property with existing defects and close this Contract on Closing Date (or if Closing Date has passed, encroachments such encroachments will constitute a title defect to be 114 cured within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or Curative Period. 115 (cd) electing to terminate this Contract Ingress and receive a refund of Egress: Seller warrants that the Deposit, thereby releasing Buyer Property presently has ingress and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractegress.
Appears in 1 contract
Samples: Commercial Contract
Title Examination. Buyer shall order a title report or commitment for title insurance (the “Title Report”) from the Title Insurer promptly after the Effective Date. Seller shall deliver a copy of its most recent ALTA survey (which shall be certified), within two (2) business days after the Effective Date (if not previously delivered), which Buyer shall have 5 the right to have updated and revised to incorporate Buyer’s survey requirements. Prior to the expiration of the Due Diligence Period, Buyer may furnish to Seller a copy of Buyer’s Title Report and survey, together with a statement specifying any defects in title and/or the survey (the “Objections”). Seller shall notify Buyer three (3) days after receipt of Title Commitment to examine it and notify the Objections whether Seller in writing specifying defect(s), if any, that render title unmarketablewill cure the Objections. If Seller provides Title Commitment and it does not respond within said three (3) day period, Seller shall be deemed to have elected to not cure the Objections. If Seller does not agree (or is delivered deemed to Buyer less than 5 days prior not agree) to Closing Datecure the Objections, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 the right, by notice given to Seller and Title Insurer within three (3) days (“Cure Period”) after receipt of BuyerSeller’s notice (or within three (3) days of the expiration of Seller’s three (3) day response period, if Seller does not respond), either to take reasonable diligent efforts to remove defects(a) waive the Objections and close title without abatement or reduction of the Purchase Price, or (b) terminate this Agreement and obtain a refund of the Xxxxxxx Money. If Buyer fails to so notify Sellerdeliver the Objections to Seller within the Due Diligence Period, then Buyer shall be deemed to have accepted title as it then iselected to waive its right to make Objections. If Buyer elects to terminate this Agreement by notice given to Seller cures defects within Cure Periodor is deemed to have terminated this Agreement, the Xxxxxxx Money shall be immediately returned to Buyer, and upon such return, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. Notwithstanding the foregoing, Seller shall be solely responsible for the payment or other satisfaction and discharge of record at or before the Closing of all monetary liens and encumbrances against the Property and objected to by Buyer which can be removed by the payment of a fixed and ascertainable sum of money. In the event Seller fails or refuses to cure monetary liens or encumbrances against the Property (excluding any Bonded Liens), Buyer may, but is not obligated to, elect to satisfy such monetary liens or encumbrances and deduct the costs of the cure from the Purchase Price. Notwithstanding any provision of this Agreement to the contrary, following the Effective Date of this Agreement, Seller shall not create, place, grant, convey, or otherwise voluntarily cause or otherwise consent to any liens, encumbrances or restrictions affecting the Real Property, or any part thereof, to be created, suffered to be placed or recorded against the title to the Real Property, nor will Seller during said period convey any interest in the Property to anyone other than Buyer without Buyer’s prior written consent, which consent Buyer may withhold in its absolute discretion. At Closing, Seller will deliver written notice cause the Real Property to Buyer (be released or otherwise discharged from any lien securing the payment of a sum certain which has been voluntarily created by, or with proof the consent of, Seller or will bond over said lien to the reasonable satisfaction of cure acceptable to Buyer and Buyer’s attorney) title insurance company sufficient to cause said company to insure over said lien. Any exceptions to title to the Real Property that arise between the Effective Date of the title commitment obtained by Buyer and the parties will close this Contract on Closing Date are referred to herein as “New Defects.” Buyer may notify Seller in writing (or if Closing Date has passed, within 10 days after Buyer’s receipt the “Gap Notice”) of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: any New Defect (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure raised by the defects Title Insurer between the Effective Date of the Title Commitment and the Closing (the “Extended Cure PeriodGap”); or , and (b) electing not otherwise known to accept title with existing defects and close this Contract on Closing Buyer prior to the Effective Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the DepositTitle Commitment; provided that Buyer must notify Seller of such objection to title within two (2) business days of being made aware of the existence of such exceptions. For the avoidance of doubt, thereby releasing following the date of the Initial Closing, Buyer shall have the right to deliver supplemental Gap Notices (a) with respect to the Secondary Portfolio at any time prior to the Second Closing and (b) with respect to the Huntersville Property at any time prior to the Final Closing. If Buyer sends a Gap Notice to Seller, Buyer and Seller from all further shall have the same rights and obligations under with respect to such notice as exist in Section 6(a) of this Contract. If after reasonable diligent effort, Seller is unable Agreement with respect to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this ContractObjection Notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Griffin-American Healthcare REIT III, Inc.)
Title Examination. Buyer (a) Purchaser shall order and obtain a title insurance commitment (the “Commitment”) from a national title insurance company of its selection (“Title Insurer”), insuring fee-simple marketable title to the Property. Purchaser shall have 5 until the expiration of the Inspection Period to examine the Commitment and all instruments listed as exceptions and as requirements therein. If title is found unacceptable to Purchaser, Purchaser shall, on or before expiration of the Inspection Period, provide Notice(s) to Seller specifying its title and/or survey objections (the “Title Notice”), and any exceptions set forth in the Commitment or Survey to which Purchaser does not object pursuant to a Title Notice shall be deemed a permitted exception (the “Permitted Exceptions”). Seller will have 10 days after from receipt of Purchaser’s Title Commitment to examine it and notify Seller in writing specifying defect(sNotice(s), if any(the “Seller’s Response Period”) to either (i) notify Purchaser that it will cure any of such title objections and the steps it will take to do so, or (ii) notify Purchaser that render title unmarketableit elects not to cure any of such objections. If Seller provides Title Commitment and it is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify respond within Seller’s Response Period, Buyer shall be then Seller is deemed to have accepted title as it then iselected not to seek to remove, correct, and/or satisfy any objections. If Seller’s response indicates that Seller cures defects will not seek to remove, correct, and/or satisfy certain objections set forth in Purchaser’ Title Notice, or if Seller fails to notify Purchaser of Seller’s response within Cure Seller’s Response Period, Seller will deliver then Purchaser may either (i) waive certain objections set forth in Purchaser’s Title Notice and proceed with Closing or (ii) terminate this Agreement by sending written notice thereof to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 Seller not later than 5 business days after Buyerthe later of Purchaser’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Periodresponse if any, then Buyer may, within 5 days after or expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice)Response Period if Seller failed to provide a timely response. If Purchaser fails to so terminate this Agreement, Purchaser is deemed to have waived any of those certain objections set forth in a Title Notice that Seller has elected not to cure, and to have accepted those title conditions as Permitted Exceptions. If there remain at Closing any objections that Purchaser included in Purchaser’s Title Notice(s) for which Seller affirmatively agreed to seek to remove, correct, and/or satisfy, then Purchaser may elect to: (i) waive such objections and proceed with the Closing and accept the Property subject to such exceptions without reduction of the Purchase Price, and all such exceptions so waived or otherwise accepted by Purchaser shall hereinafter constitute “Permitted Exceptions”, or (cii) electing to terminate this Contract and receive a refund of the DepositAgreement, thereby releasing Buyer Purchaser and Seller from all further obligations under this ContractAgreement (except those that expressly survive), upon which the APA shall also terminate. Notwithstanding the foregoing, Seller shall cure or cause any monetary liens against the Property to be satisfied and removed at or prior to Closing and to remove any lis pendens against the Property.
(b) If any subsequent update of the Commitment reveals any additional exceptions not permitted by this Agreement, Seller shall have 10 days in which to remove such additional exceptions, subject to the limitations set forth above. If after reasonable diligent effort, Seller elects not to remove or is unable to timely remove such additional exceptions, Purchaser shall have the same rights and remedies as provided above, except that the Closing shall not be extended more than 10 days to permit Seller to cure defectsany such additional exceptions.
(c) Seller and Purchaser each agree to provide reasonable affidavits and documentation to enable the Title Company to delete all Schedule B-I requirements (provided however in no event shall Seller be required to deliver any affidavits to delete the survey-related requirements), the “gap” exception, and Buyer does not waive the defects, this Contract construction lien and parties in possession exceptions from the Commitment at Closing. Seller and Purchaser each shall terminate, and Buyer shall receive a refund be responsible for satisfying those Schedule B-I requirements applicable to each of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractthem.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (LMP Automotive Holdings, Inc.)
Title Examination. Buyer shall have 5 10 business days after from the date of receiving the title commitment to examine it. If title does not conform to the requirements of this Contract, Buyer shall within 10 days of receipt of Title Commitment to examine it and the title commitment, notify Seller in writing specifying the defects. Except as provided herein, the parties understand and agree that no postponement, extensions, or modifications in the date of termination of the Inspection Period shall be available to Buyer for title defects or any other reason or cause. If title is not good, marketable, and free of exceptions that would prevent Buyer from using the Property for its business, Seller shall have 120 days from receipt of notice within which to remove the defect(s)) and Closing may be postponed accordingly. Seller shall use reasonable efforts to remove the defect; not to include the filing of a lawsuit to have the defect removed. If Seller is unsuccessful in removing such defects prior to Closing and notifies Buyer, in writing, of its unsuccessful efforts to remove said defects, Buyer shall have the option of either (1) accepting the title as it then is with no reduction in the Purchase Price, or (2) demanding a refund of the Deposit paid hereunder together with any interest which may have accrued on the Deposit, if any, that render title unmarketable. If Seller provides Title Commitment which shall be promptly returned to the Buyer, after which time Buyer and it is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after be released as to one another, of all further obligations under this Contract. Any such cancellation shall be treated in the same manner as the receipt of Buyer’s a cancellation notice to take reasonable diligent efforts to remove defectsdescribed in Paragraph 4 above. If Buyer fails to so notify Sellermake such election with the Inspection Period, or if Buyer shall fail to give timely notice to Seller of the defects in title within the time specified, then, Buyer shall be deemed to have accepted agreed that Seller's title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice conforms to Buyer (with proof the requirements of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller is unable agrees that if title does not conform to timely cure defectsthe requirements of this Contract, and Buyer does gives timely notice of same, it will use reasonable effort, which will not waive include the defectsbringing of necessary suits, this Contract shall terminate, and Buyer shall receive a refund of to correct the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contractdefect(s) in title as provided hereinabove.
Appears in 1 contract
Samples: Contract for Purchase and Sale (Solitron Devices Inc)
Title Examination. Buyer shall order a title report or commitment for title insurance (the “Title Report”) from the Title Insurer promptly after the Effective Date. Seller shall deliver copies of the most recently available ALTA surveys which are in Seller’s possession if any, within two (2) business days after the Effective Date. Buyer shall have 5 the right to have such surveys updated and revised to incorporate Buyer’s survey requirements. Before the expiration of the Due Diligence Period, Buyer shall furnish to Seller copies of Buyer’s Title Reports and surveys as and when received, together with a statement specifying any defects in title and/or the survey (the “Objections”). Seller shall notify Buyer within ten (10) days after receipt of Title Commitment the Objections whether Seller will undertake to examine it and notify Seller in writing specifying defect(s), if any, that render title unmarketablecure the Objections. If Seller provides Title Commitment and it does not timely respond within said ten (10) day period, Seller shall be deemed to have elected to not cure the Objections. If Seller does not agree (or is delivered deemed to Buyer less than 5 days prior not agree) to Closing Datecure the Objections, Buyer may extend Closing for up to 5 days after date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 the right, by notice given to Seller and Title Insurer within ten (10) days (“Cure Period”) after receipt of BuyerSeller’s notice (or within ten (10) days of the expiration of Seller’s ten (10) day response period, if Seller does not respond), either to take reasonable diligent efforts to remove defects(a) waive the Objections and close title without abatement or reduction of the Purchase Price, or (b) terminate this Agreement and obtain a refund of the Xxxxxxx Money. If Buyer fails to so notify Sellertimely deliver the Objections to Seller within the Due Diligence Period, then Buyer shall be deemed to have accepted title as it then iselected to waive its right to make Objections. If Buyer elects to terminate this Agreement by notice given to Seller cures defects within Cure Periodor is deemed to have terminated this Agreement, the Xxxxxxx Money shall be immediately returned to Buyer, and upon such return, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void, with each party to bear its own respective fees, costs and expenses incurred in connection with this transaction through the termination date. Notwithstanding the foregoing, Seller shall be solely responsible for the payment or other satisfaction and discharge of record at or before the Closing of all liens and encumbrances against the Property and objected to by Buyer which can be removed by the payment of a fixed and ascertainable sum of money. In the event Seller fails or refuses to cure monetary liens or encumbrances against the Property, Buyer may, but is not obligated to, elect to satisfy such monetary liens or encumbrances and deduct the costs of the cure from the Purchase Price. Notwithstanding any provision of this Agreement to the contrary, following the, Effective Date of this Agreement, Seller and Operator shall not create, place, grant, convey, or otherwise voluntarily cause or otherwise consent to any liens, encumbrances or restrictions affecting the Properties, or any part thereof, to be created, suffered to be placed or recorded against the title to the Properties, nor will Seller or Operator during said period convey any interest in the Property to anyone other than Buyer without Buyer’s prior written consent, which consent Buyer may withhold in its absolute discretion. At Closing, Seller will deliver written notice cause the Real Property to Buyer (be released or otherwise discharged from any lien securing the payment of a sum certain which has been voluntarily created by, or with proof the consent of, Seller or will bond over said lien to the reasonable satisfaction of cure acceptable to Buyer and Buyer’s attorney) title insurance company sufficient to cause said company to insure over said lien. Any exceptions to title to the Land that arise between the Effective Date of the title commitment obtained by Buyer and the parties will close this Contract on Closing Date are referred to herein as “New Defects.” Buyer may notify Seller in writing (or if Closing Date has passed, within 10 days after Buyer’s receipt the “Gap Notice”) of Seller’s notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: any New Defect (a) extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure raised by the defects Title Insurer between the Effective Date of the Title Commitment and the Closing (the “Extended Cure PeriodGap”); or , and (b) electing not otherwise known to accept title with existing defects and close this Contract on Closing Buyer prior to the Effective Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and receive a refund of the DepositTitle Commitment; provided that Buyer must notify Seller of such objection to title within two (2) business days of being made aware of the existence of such exceptions. If Buyer timely sends a Gap Notice to Seller, thereby releasing Buyer and Seller from all further shall have the same rights and obligations under with respect to such notice as exist in Section 5(a) of this Contract. If after reasonable diligent effort, Seller is unable Agreement with respect to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this ContractObjection Notice.
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Samples: Purchase and Sale Agreement (Griffin-American Healthcare REIT IV, Inc.)