Title Exceptions. Seller has provided Buyer with certain existing title reports in Seller’s possession regarding portions of the Real Property. Prior to the Effective Date, Buyer by letter dated October 8, 2018, requested that Seller take certain actions with respect to matters shown in those title reports (the “Initial Title Objections”). Seller responded by letter dated October 31, 2018 (the “Seller Title Objection Response”) and the Title Commitment was thereafter issued by the Title Company. If the Title Company adds or Buyer discovers, prior to Closing, any new title exceptions or requirements (a) that are Mandatory Cure Exceptions (as defined below), (b) that are caused or consented to by Seller or any of its agents or affiliates after the date of the Title Commitment, or (c) that in Buyer’s reasonable opinion are reasonably certain to materially impair Buyer’s ownership and use of the Property as a whole for Buyer’s intended use, then Buyer shall notify Seller of any such exceptions or requirements to which Buyer objects (the “Additional Title Objections”) within three (3) days of Title Company’s notification or Buyer’s discovery of such exception or requirement, and in any event no later than three (3) days prior to the Closing. All such exceptions or requirements to which Buyer does not so object shall be deemed “Permitted Exceptions”. In addition, and notwithstanding anything contained herein to the contrary, and except for exceptions that Seller expressly agreed to remove in the Seller Title Objection Response, the following shall be Permitted Exceptions: (a) the reservation to the State of Hawaii of mineral and water rights of any nature; (b) the lien of all ad valorem real property taxes and assessments, general, special and/or rollback, not yet due and payable as of the Closing Date; (c) applicable zoning and building ordinances and land use regulations, now or hereafter in effect relative to the Real Property; (d) discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other matters which a correct survey, archaeological study or physical inspection of the Real Property would disclose; (e) any and all existing roadways, trails, easements, rights of way, flumes and irrigation ditches; (f) claims arising out of customary and traditional rights and practices, including without limitation those exercised for subsistence, cultural, religious, access or gathering purposes, as provided for in the Hawaii Constitution or the Hawaii Revised Statutes; (g) any exceptions caused by Buyer, its agents, representatives or employees; and (h) all exceptions contained in the Title Commitment. Buyer acknowledges that title reports or commitments are not available for every parcel included within the Real Property, and the absence of such reports or commitments alone is not grounds for Buyer to assert any title objections. Further, Buyer acknowledges that certain portions of the Real Property are known to have broken or otherwise uninsurable title, and that notwithstanding any objections Buyer may have or anything to the contrary herein Seller will not be undertaking any efforts to make title to such portions insurable, and all such portions shall be conveyed at Closing by quitclaim deed without warranties of title.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Alexander & Baldwin, Inc.)
Title Exceptions. Seller has provided Buyer with certain existing title reports in Seller’s possession regarding portions shall obtain a Title Report from the Title Insurer for each of the Real PropertyProperties and deliver a copy thereof to Buyer on or before thirty (30) days after mutual execution and delivery of this Agreement but shall have no obligation to deliver surveys for the Properties. Prior Buyer shall have ten (10) days from the date of its receipt of each Title Report and survey to object to any exception to title appearing in the Title Report or survey (for each Property an "Objection" and collectively "Objections") which materially impairs marketability of title by delivering written notice to the Effective Date, Buyer by letter dated October 8, 2018, requested that Seller take certain actions with respect to matters shown in those title reports (the “Initial Title Objections”). Seller responded by letter dated October 31, 2018 (the “Seller Title Objection Response”) and the Title Commitment was thereafter issued by the Title CompanySeller. If Buyer fails to object as prescribed in this section then the Title Company adds or Buyer discovers, prior acknowledges and agrees that such exception shall be a Permitted Exception and Buyer shall be obligated to Closing, any new proceed with the Closing and take title to the Properties subject to such exceptions or requirements to title without a reduction of the Purchase Price.
(a) that are Mandatory Cure Exceptions Upon receipt of such Objection, Seller shall have the right, but not the obligation, to seek to eliminate, cure or correct such exceptions to title. If such exceptions to title in Seller's sole and exclusive judgment can be cured or corrected and if Seller notifies Buyer not later than 5:00 p.m. (New York time) within ten (10) days after receipt of all Objections to the Property(ies) to seek to cure or correct same, then
(1) Seller shall have the right to adjourn the Closing for such Property(ies) for such period, not to exceed ninety (90) days as defined below)shall, in Seller's discretion reasonably exercised, be required in order to cure such exceptions to title and Buyer shall be obligated to purchase on the Closing Date all Properties not objected to as provided above and the Purchase Price shall be reduced by the consideration attributable to the affected Property(ies) as shown on Schedule 1; (2) Seller shall give Buyer written notice upon the correction of an Objection roperty and Buyer shall purchase such Property, according to the terms hereof, on a mutually agreeable closing date within ten (10) days of such notice; and (3) if such exceptions to title can only be satisfied by the payment of money, Seller shall be entitled to apply a portion of the Purchase Price payable on such Closing Date for such Property(ies) in order to cure or correct same. If Seller fails to notify Buyer of its election to seek to cure such exceptions to title, Seller shall be deemed to have elected NOT to seek to cure same.
(b) that are caused or consented If Seller elects not to cure all un-permitted exceptions to title on any Property encumbered by Seller or any of same, Buyer may, at its agents or affiliates after election, (1) proceed with the date Closing and take title to all of the Title CommitmentProperties subject to such exceptions to title without a reduction of the Purchase Price, or (c2) terminate this Agreement by written notice to Seller, in which case the Deposit shall be returned to Buyer and thereafter neither party shall have any obligation to the other under this Agreement, provided, however, that in Buyer’s reasonable opinion are reasonably certain to materially impair Buyer’s ownership and use of the Property as a whole for Buyer’s intended use, then Buyer shall notify provide such written notice of termination to Seller of any such exceptions or requirements to which Buyer objects (the “Additional Title Objections”) within three (3) days of Title Company’s notification or Buyer’s discovery of such exception or requirement, and in any event no later than three the close of business ten (310) days prior after receipt of Seller's notice electing not to cure title exceptions (the "Title Notice Day"). If Buyer fails to provide such notice by 5:00 p.m. (New York time) on the Title Notice Day, Buyer shall be obligated to purchase the Properties as provided herein, subject to any exceptions to title. If Seller, having elected to attempt to cure such except le, fails so to do within such ninety (90) day period, Buyer shall have no further obligation to purchase and Seller shall have no further obligation to sell the Properties unless Buyer forthwith elects to purchase the Properties subject to the Closingunrectified matters with no reduction in the Purchase Price. All such exceptions To be effective, each notice delivered by Buyer to Seller hereunder must be sent by facsimile transmission to the FAX numbers set forth in Section 17 with an original hard copy thereof sent in accordance with the requirements of Section 17. Any dispute as to whether or requirements to which Buyer does not so object a notice regarding removal of a Property from the Agreement has been given in a timely manner shall be deemed “Permitted Exceptions”. In addition, and notwithstanding anything contained herein resolved by reference to the contrary, date and except for exceptions that Seller expressly agreed to remove in time stamped on the Seller Title Objection Response, the following shall be Permitted Exceptions: (a) the reservation to the State of Hawaii of mineral and water rights of any nature; (b) the lien of all ad valorem real property taxes and assessments, general, special and/or rollback, not yet due and payable as first page of the Closing Date; (c) applicable zoning and building ordinances and land use regulations, now or hereafter in effect relative to the Real Property; (d) discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other matters which a correct survey, archaeological study or physical inspection of the Real Property would disclose; (e) any and all existing roadways, trails, easements, rights of way, flumes and irrigation ditches; (f) claims arising out of customary and traditional rights and practices, including without limitation those exercised for subsistence, cultural, religious, access or gathering purposes, as provided for in the Hawaii Constitution or the Hawaii Revised Statutes; (g) any exceptions caused by Buyer, its agents, representatives or employees; and (h) all exceptions contained in the Title Commitment. Buyer acknowledges that title reports or commitments are not available for every parcel included within the Real Property, and the absence facsimile copy of such reports or commitments alone is not grounds for Buyer to assert any title objections. Further, Buyer acknowledges that certain portions of notice by the Real Property are known to have broken or otherwise uninsurable title, and that notwithstanding any objections Buyer may have or anything to the contrary herein Seller will not be undertaking any efforts to make title to such portions insurable, and all such portions shall be conveyed at Closing by quitclaim deed without warranties of titlefacsimile unit receiving same.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Burger King LTD Partnership Ii)
Title Exceptions. Seller has provided Buyer with certain existing title reports in Seller’s possession regarding portions of If the Real Property. Prior to the Effective Date, Buyer by letter dated October 8, 2018, requested that Seller take certain actions with respect to matters shown in those title reports (the “Initial Title Objections”). Seller responded by letter dated October 31, 2018 (the “Seller Title Objection Response”) and Survey or the Title Commitment was thereafter issued show exceptions to title or matters affecting the immovable property aspects of the Premises which are objectionable to Tenant (other than those expressly consented to or waived by Tenant in writing and the standard printed exceptions, which shall be modified in the Title CompanyPolicy as specified in Section 13.11(b)), Tenant shall, within fifteen (15) days after its receipt of the last of the Survey, the Title Commitment, and true and accurate copies of all documents attendant thereto, deliver to Landlord written objections thereto. Landlord shall have fifteen (15) days after the date of delivery by Tenant to Landlord of such objections to cure such defects and to present a revised Survey and a revised Title Commitment on the basis of which the Closing may occur as provided herein, and the Closing shall be extended to such extent as may be necessary for Landlord to cure such defects (but not more than fifteen (15) days unless Tenant agrees otherwise). Landlord shall use commercially reasonable efforts and all due diligence to cure such defects, but shall not be required to incur unreasonable costs to do so. If the Title Company adds or Buyer discoverssuch defects have not been cured within such fifteen (15) day period, prior to Closing, any new title exceptions or requirements Tenant may (a) that are Mandatory Cure Exceptions (as defined below)extend the time for Landlord to cure such defects, (b) that are caused or consented to by Seller or any undertake the cure of its agents or affiliates after such defects on behalf and in the date name of the Title CommitmentLandlord but at Tenant's expense, or (c) that in Buyer’s reasonable opinion are reasonably certain to materially impair Buyer’s ownership and use revoke its exercise of the Property as Option. If requested by Tenant, Landlord covenants and agrees to execute a whole for Buyer’s intended use, then Buyer shall notify Seller separate power of any such exceptions or requirements attorney in recordable form pursuant to which Buyer objects (Landlord shall grant Tenant the “Additional Title Objections”) within three (3) days of Title Company’s notification power to act for Landlord as set forth above. All title exceptions at any time expressly consented to or Buyer’s discovery of such exception or requirementwaived in writing by Tenant, and in any event no later than three (3) days prior together with the standard printed exceptions to the Closing. All such exceptions Title Policy as modified as specified in Section 13.11(b), shall constitute the "Permitted Encumbrances." Landlord agrees that neither the SouthTrust Mortgage nor the City Mortgage nor any other deed of trust lien or requirements to which Buyer does not so object shall be deemed “Permitted Exceptions”. In addition, and notwithstanding anything contained herein to the contrary, and except for exceptions that Seller expressly agreed to remove in the Seller Title Objection Response, the following shall be Permitted Exceptions: (a) the reservation to the State of Hawaii of mineral and water rights of any nature; (b) the lien of all ad valorem real property taxes and assessments, general, special and/or rollback, not yet due and payable as of the Closing Date; (c) applicable zoning and building ordinances and land use regulations, mortgage now or hereafter in effect relative encumbering its fee title to the Real Property; (d) discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other matters which Premises shall constitute a correct survey, archaeological study or physical inspection of the Real Property would disclose; (e) any and all existing roadways, trails, easements, rights of way, flumes and irrigation ditches; (f) claims arising out of customary and traditional rights and practices, including without limitation those exercised for subsistence, cultural, religious, access or gathering purposes, as provided for in the Hawaii Constitution or the Hawaii Revised Statutes; (g) any exceptions caused by Buyer, its agents, representatives or employees; and (h) all exceptions contained in the Title Commitment. Buyer acknowledges that title reports or commitments are not available for every parcel included within the Real PropertyPermitted Encumbrance, and the absence of such reports or commitments alone is not grounds for Buyer to assert any title objections. Further, Buyer acknowledges that certain portions of the Real Property are known to have broken or otherwise uninsurable title, and that notwithstanding any objections Buyer may have or anything to the contrary herein Seller Landlord will not be undertaking any efforts to make title to such portions insurable, and cause all such portions shall mortgages and deed of trust liens to be conveyed fully discharged and released at Closing by quitclaim deed without warranties of titleor before the Closing.
Appears in 1 contract
Samples: Lease Agreement (Six Flags Inc)
Title Exceptions. Seller has provided Buyer with certain existing title reports in Seller’s possession regarding portions of the Real Property. Prior to the Effective Date, Buyer by letter dated October 8, 2018, requested that Seller take certain actions with respect to matters shown in those title reports (the “Initial Title Objections”). Seller responded by letter dated October 31, 2018 (the “Seller Title Objection Response”) and the Title Commitment was thereafter issued by the Title Company. If the Title Company adds issues any additional supplements before the Closing Date that add exceptions to the Preliminary Title Report, Buyer shall have five (5) business days after delivery to Buyer of each supplement with copies of all documents referred to in the supplements to approve or disapprove, in Buyer's sole discretion, these supplements by written notice to Seller and Escrow Holder. If Buyer discoversfails to so approve or disapprove such items within this five (5) business day period, prior to Closing, it shall be conclusively presumed that Buyer has approved these supplements. If there are any new title exceptions not approved (or requirements (adeemed approved) that are Mandatory Cure Exceptions (by Buyer as defined below)provided above, (b) that are caused Seller shall have the right until the close of Escrow to have the exceptions removed or consented to corrected by Seller or any of its agents or affiliates after the date of the Title CommitmentCompany or to extend the Closing Date for a period not to exceed five (5) business days until such exceptions have been removed or corrected for approval by Buyer, which shall not be unreasonably withheld or delayed. If Seller is unable to have such exceptions removed or corrected by the Title Company for approval by Buyer, which shall not be unreasonably withheld or delayed, Buyer may elect, upon written notice to Seller and Escrow Holder no later than five (c5) days after written notice from Seller that in Buyer’s reasonable opinion are reasonably certain the exceptions will not be removed, to materially impair Buyer’s ownership and use of the Property as a whole for Buyer’s intended use, then Buyer shall notify Seller of any either (i) waive such exceptions or requirements disapprovals; or (ii) terminate this Agreement. Buyer's failure to which Buyer objects so terminate within the five (the “Additional Title Objections”5) within three (3) days day period constitutes a waiver of Title Company’s notification or Buyer’s discovery of 's termination rights and for this reason such exception or requirement, and in any event no later than three (3) days prior to the Closing. All such title exceptions or requirements to which Buyer does not so object shall be deemed “Permitted Exceptions”approved. In additionIf the Agreement is terminated by Buyer as provided above, Escrow Holder shall return to Buyer any Deposit being held in Escrow plus accrued interest and notwithstanding anything contained herein to the contrary, and except for exceptions that Escrow shall terminate. Upon such termination Seller expressly agreed to remove in shall pay the Seller Title Objection Response, the following shall be Permitted Exceptions: (a) the reservation to the State of Hawaii of mineral and water rights Escrow costs if Buyer reasonably disapproves of any nature; (b) the lien condition of all ad valorem real property taxes and assessments, general, special and/or rollback, title not yet due and payable as of the Closing Date; (c) applicable zoning and building ordinances and land use regulations, now or hereafter in effect relative to the Real Property; (d) discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other matters which a correct survey, archaeological study or physical inspection of the Real Property would disclose; (e) any and all existing roadways, trails, easements, rights of way, flumes and irrigation ditches; (f) claims arising out of customary and traditional rights and practices, including without limitation those exercised for subsistence, cultural, religious, access or gathering purposes, as provided for in the Hawaii Constitution or the Hawaii Revised Statutes; (g) any exceptions caused corrected by Buyer, its agents, representatives or employees; and (h) all exceptions contained in the Title Commitment. Buyer acknowledges that title reports or commitments are not available for every parcel included within the Real Property, and the absence of such reports or commitments alone is not grounds for Buyer to assert any title objections. Further, Buyer acknowledges that certain portions of the Real Property are known to have broken or otherwise uninsurable title, and that notwithstanding any objections Buyer may have or anything to the contrary herein Seller will not be undertaking any efforts to make title to such portions insurable, and all such portions shall be conveyed at Closing by quitclaim deed without warranties of titleSeller.
Appears in 1 contract
Title Exceptions. Purchaser shall obtain a title report from a reputable title insurance company for the Premises and immediately deliver a copy thereof to Seller has provided Buyer with certain existing title reports within ten (10) days after mutual execution and delivery of this Agreement. Purchaser waives any objection to and agrees to accept the Permitted Exceptions set forth in Exhibit B hereto.
a. Upon receipt of such notice, Seller shall have the right, but not the obligation, to seek to eliminate, cure or correct such exceptions to title. Seller shall notify Purchaser of its election not later than seven (7) days after receipt of Purchaser's notice. If Seller elects to seek to cure or correct same, then (1) Seller shall have the right to adjourn the Closing Date for the Premises for such period, not to exceed one hundred twenty (120) days as shall, in Seller’s possession regarding portions 's discretion reasonably exercised, be required in order to cure such exceptions to title, and (2) if such exceptions to title can only be satisfied by the payment of money, Seller shall be entitled to apply a portion of the Real Propertypurchase price payable on such Closing Date in order to cure or correct same. Prior If Seller fails to notify Purchaser of its election to either seek or not to seek to cure such exceptions to title, Seller shall be deemed to have elected to cure same.
b. If Seller elects not to cure all exceptions to title on the Premises, Purchaser may, at its election, (1) proceed with the Closing and take title to the Effective Date, Buyer by letter dated October 8, 2018, requested that Premises subject to such exceptions to title provided Purchaser and Seller take certain actions with respect to matters shown in those title reports (the “Initial Title Objections”). Seller responded by letter dated October 31, 2018 (the “Seller Title Objection Response”) and the Title Commitment was thereafter issued by the Title Company. If the Title Company adds or Buyer discovers, prior to Closing, any new title exceptions or requirements (a) that are Mandatory Cure Exceptions (as defined below), (b) that are caused or consented to by Seller or any of its agents or affiliates after the date have agreed upon a reasonable reduction of the Title CommitmentPurchase Price, or (c2) that terminate this Agreement by written notice to Seller, in Buyer’s reasonable opinion are reasonably certain to materially impair Buyer’s ownership and use of the Property as a whole for Buyer’s intended use, then Buyer which case neither party shall notify Seller of have any such exceptions or requirements to which Buyer objects (the “Additional Title Objections”) within three (3) days of Title Company’s notification or Buyer’s discovery of such exception or requirement, and in any event no later than three (3) days prior further obligation to the Closing. All such exceptions or requirements to which Buyer does not so object shall be deemed “Permitted Exceptions”. In addition, and notwithstanding anything contained herein to the contrary, and except for exceptions that Seller expressly agreed to remove in the Seller Title Objection Response, the following shall be Permitted Exceptions: (a) the reservation to the State of Hawaii of mineral and water rights of any nature; (b) the lien of all ad valorem real property taxes and assessments, general, special and/or rollback, not yet due and payable as of the Closing Date; (c) applicable zoning and building ordinances and land use regulations, now or hereafter in effect relative to the Real Property; (d) discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other matters which a correct survey, archaeological study or physical inspection of the Real Property would disclose; (e) any and all existing roadways, trails, easements, rights of way, flumes and irrigation ditches; (f) claims arising out of customary and traditional rights and practices, including without limitation those exercised for subsistence, cultural, religious, access or gathering purposes, as provided for in the Hawaii Constitution or the Hawaii Revised Statutes; (g) any exceptions caused by Buyer, its agents, representatives or employees; and (h) all exceptions contained in the Title Commitment. Buyer acknowledges that title reports or commitments are not available for every parcel included within the Real Property, and the absence of such reports or commitments alone is not grounds for Buyer to assert any title objections. Further, Buyer acknowledges that certain portions of the Real Property are known to have broken or otherwise uninsurable title, and that notwithstanding any objections Buyer may have or anything to the contrary herein Seller will not be undertaking any efforts to make title to such portions insurable, and all such portions shall be conveyed at Closing by quitclaim deed without warranties of titleunder this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (National Micronetics Inc)
Title Exceptions. Seller has provided Buyer access to current title insurance commitments (“Title Commitments”) and copies of all exception documents for each Site issued by or on behalf of First American Title Insurance Company in a form sufficient to comply with the requirements of Section 6.4(a). Surveys (“Surveys”) for certain existing Sites have been provided by the Seller on the same basis (the “Title Commitments and Surveys shall be referred to together as the “Title Documents”). Purchaser shall have twenty-five (25) days following the Execution Date (the “Title Review Period”) within which to examine the Title Documents and give written notice to Seller, within the Title Review Period, specifying the title reports defects and/or objectionable exceptions (the “Title Defects”). Current taxes not delinquent, restrictions of record in favor of BP Products North America, Inc., its affiliates, successor or assigns as described on Schedule 1.4(c) (the “BP Restrictions”), Sale Contracts to the extent the Site is a Site Under Contract for Sale, matters of title which do not unreasonably interfere with the continued operation of the Business at the Sites or any of the Assets, matters that would be disclosed by a survey (other than the Surveys) and any exception in the Title Documents that could be removed by providing the title company with a survey (other than the Surveys), monetary liens encumbering Leased Sites which were not created or caused by Seller’s possession regarding portions actions, and exceptions to title that Purchaser does not object to during the Title Review Period shall be “Permitted Liens” and shall not constitute Title Defects. Any mortgage lien or other financing document of record in favor of Xxxxx Fargo Bank, N.A., or any other lender, will be discharged at Closing and shall not be considered a Title Defect (“Mortgage Debt Liens”). In the event that Purchaser notifies Seller within the Title Review Period of any Title Defects, Seller shall have fifteen (15) days following receipt of Purchaser’s notice (“Title Defects Cure Period”) to attempt to cure or remove the Title Defects. Seller shall use commercially reasonable and good faith efforts to cure or remove all of the Real PropertyTitle Defects but Seller shall not be required to initiate litigation to do so. Prior If Seller fails to cure any of the Effective DateTitle Defects within the Title Defects Cure Period and Purchaser does not waive such uncured Title Defects, Buyer then (i) each applicable Site shall be designated as a Rejected Site, (ii) Purchaser and Seller shall proceed to Closing on the remaining Sites (subject to Section 1.4(a) above and Sections 1.8(c) and 5.2 below) as scheduled, (iii) the Purchase Price shall be reduced by letter dated October 8the amount allocated to each such Rejected Site on Schedule 1.3(a), 2018and (iv) a prorated portion of the Xxxxxxx Money applicable to each such Rejected Site (determined by reference to Schedule 1.3(a)) shall be retained by the Escrow Closing Agent. In regard to each such Rejected Sites, requested that Seller take certain actions the parties shall be deemed to have agreed to defer the Closing of this Agreement with respect to matters shown in those title reports each such Rejected Site until the Seller has cured the Title Defect applicable to such Rejected Site, provided that if any such Title Defect is not cured within twelve (the “Initial Title Objections”). Seller responded by letter dated October 3112) months after Closing, 2018 (the “Seller Title Objection Response”) this Agreement shall be terminated with respect to each such Rejected Site and the Title Commitment was thereafter issued by the Title Company. If the Title Company adds or Buyer discovers, prior to Closing, any new title exceptions or requirements (a) that are Mandatory Cure Exceptions (as defined below), (b) that are caused or consented to by Seller or any of its agents or affiliates after the date portion of the Title Commitment, or (cPurchase Price allocated to each such Rejected Site on Schedule 1.3(a) that in Buyer’s reasonable opinion are reasonably certain to materially impair Buyer’s ownership and use of the Property as a whole for Buyer’s intended use, then Buyer shall notify Seller of any such exceptions or requirements to which Buyer objects (the “Additional Title Objections”) within three (3) days of Title Company’s notification or Buyer’s discovery of such exception or requirement, and in any event no later than three (3) days prior to the Closing. All such exceptions or requirements to which Buyer does not so object shall be deemed “Permitted Exceptions”. In addition, to constitute a reduction of the Purchase Price and notwithstanding anything contained herein that portion of the Xxxxxxx Money applicable to each such Rejected Site shall be refunded to the contrary, and except for exceptions that Seller expressly agreed to remove in the Seller Title Objection Response, the following shall be Permitted Exceptions: (a) the reservation to the State of Hawaii of mineral and water rights of any nature; (b) the lien of all ad valorem real property taxes and assessments, general, special and/or rollback, not yet due and payable as of the Closing Date; (c) applicable zoning and building ordinances and land use regulations, now or hereafter in effect relative to the Real Property; (d) discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other matters which a correct survey, archaeological study or physical inspection of the Real Property would disclose; (e) any and all existing roadways, trails, easements, rights of way, flumes and irrigation ditches; (f) claims arising out of customary and traditional rights and practices, including without limitation those exercised for subsistence, cultural, religious, access or gathering purposes, as provided for in the Hawaii Constitution or the Hawaii Revised Statutes; (g) any exceptions caused by Buyer, its agents, representatives or employees; and (h) all exceptions contained in the Title Commitment. Buyer acknowledges that title reports or commitments are not available for every parcel included within the Real Property, and the absence of such reports or commitments alone is not grounds for Buyer to assert any title objections. Further, Buyer acknowledges that certain portions of the Real Property are known to have broken or otherwise uninsurable title, and that notwithstanding any objections Buyer may have or anything to the contrary herein Seller will not be undertaking any efforts to make title to such portions insurable, and all such portions shall be conveyed at Closing by quitclaim deed without warranties of titlePurchaser.
Appears in 1 contract
Title Exceptions. Seller has provided Buyer with certain existing title reports in Seller’s possession regarding portions of the Real Property. Prior to the Effective Date, Buyer by letter dated October 8, 2018, requested that Seller take certain actions with respect to matters shown in those title reports (the “Initial Title Objections”). Seller responded by letter dated October 31, 2018 (the “Seller Title Objection Response”) and the Title Commitment was thereafter issued by the Title Company. If the Title Company adds issues any additional supplements before Closing that add exceptions to the Preliminary Title Report, Buyer shall have five (5) business days after delivery to Buyer of each supplement with copies of all documents referred to in the supplements to approve or in good faith disapprove these supplements by written notice to Seller and Escrow Holder. If Buyer discoversfails to so approve or in good faith disapprove such items within this five (5) business day period, prior to Closing, it shall be conclusively presumed that Buyer has approved and accepted these supplements. If there are any new title exceptions not approved by the Buyer as provided above, Seller shall have the right until the Close of Escrow to have the exceptions removed or requirements (a) that are Mandatory Cure Exceptions (as defined below), (b) that are caused or consented to corrected by Seller or any of its agents or affiliates after the date of the Title CommitmentCompany or to extend the Closing for a period not to exceed fifteen (15) days until such exceptions have been removed or corrected for approval by Buyer. If Seller is unable to have such exceptions removed or corrected by the Title Company for approval by Buyer, or Buyer may elect to either (ci) that in Buyer’s reasonable opinion are reasonably certain to materially impair Buyer’s ownership and use of the Property as a whole for Buyer’s intended use, then Buyer shall notify Seller of any waive such exceptions or requirements disapprovals; or (ii) terminate this Agreement upon written notice of the termination of this Agreement to which Buyer objects (the “Additional Title Objections”) within three (3) days of Title Company’s notification or Buyer’s discovery of such exception or requirement, Seller and in any event Escrow Holder no later than three five (35) days prior after written notice from Seller that the exceptions will not be removed. Buyer's failure to so terminate within the Closing. All five (5) business day period constitutes a waiver of Buyer's termination rights and for this reason such title exceptions or requirements to which Buyer does not so object shall be deemed “Permitted Exceptions”approved. In additionIf the Agreement is terminated by Buyer as provided above, Escrow Holder shall return to Buyer the Purchase Price Deposit plus accrued interest and notwithstanding anything contained herein to the contrary, and except for exceptions that Escrow shall terminate. Upon such termination Seller expressly agreed to remove shall pay the Escrow costs if Buyer in the Seller Title Objection Response, the following shall be Permitted Exceptions: (a) the reservation to the State of Hawaii of mineral and water rights good faith disapproves of any nature; (b) the lien condition of all ad valorem real property taxes and assessments, general, special and/or rollback, title not yet due and payable as of the Closing Date; (c) applicable zoning and building ordinances and land use regulations, now or hereafter in effect relative to the Real Property; (d) discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other matters which a correct survey, archaeological study or physical inspection of the Real Property would disclose; (e) any and all existing roadways, trails, easements, rights of way, flumes and irrigation ditches; (f) claims arising out of customary and traditional rights and practices, including without limitation those exercised for subsistence, cultural, religious, access or gathering purposes, as provided for in the Hawaii Constitution or the Hawaii Revised Statutes; (g) any exceptions caused corrected by Buyer, its agents, representatives or employees; and (h) all exceptions contained in the Title Commitment. Buyer acknowledges that title reports or commitments are not available for every parcel included within the Real Property, and the absence of such reports or commitments alone is not grounds for Buyer to assert any title objections. Further, Buyer acknowledges that certain portions of the Real Property are known to have broken or otherwise uninsurable title, and that notwithstanding any objections Buyer may have or anything to the contrary herein Seller will not be undertaking any efforts to make title to such portions insurable, and all such portions shall be conveyed at Closing by quitclaim deed without warranties of titleSeller.
Appears in 1 contract
