Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."
Title Objections. If any revision or update of any Preliminary Title Report or Survey discloses exceptions to title other than Permitted Encumbrances shown in the Preliminary Title Report, or Survey received during the Study Period, that would cause title to an Individual Property to be uninsurable or would render title unmarketable or constitute a monetary lien or judgment on a Property, or encumbers a Property materially and adversely (the foregoing, collectively, the “Title Objections”), Buyer shall so notify the Seller of the particular Property to which such Title Objection relates (“Buyer’s Objection Notice”): (a) on or before the fifth (5th) Business Day after receipt of any revision or update if received by Buyer on or before the fifth (5th) Business Day before the Closing Date, (b) on or before one (1) Business Day prior to the Closing Date if received by Buyer less than five (5) Business Days before the Closing Date (but prior to the Closing Date) or (c) on the Closing Date if Buyer becomes aware of same on the Closing Date (each such date, the “Objection Cut Off Date”), time being of the essence. Such Seller shall have until the Closing Date (and may adjourn the Closing for such reasonable periods) to have each such Title Objection (i) insured over, (ii) removed, or (iii) corrected (each as selected by a Seller, a “Remedy”) (in the case of (i) or (iii), to the reasonable satisfaction of Buyer, but subject to Section 3.4 below); provided, however, nothing herein shall require a Seller to (I) bring any action or proceeding to remove any Title Objection or (II) take any steps, or incur any expense, in excess of *** ******* ******** ******* ********** in the aggregate to remove any Title Objections (except that each Seller shall be obligated to remove the following “Mandatory Cure Items”: (A) the mortgages or deeds of trust identified on the Preliminary Title Report that are not assumed by Buyer pursuant to Exhibit AA attached hereto, (B) any and all liens voluntarily placed by a Seller against its Property after the date of the applicable Preliminary Title Report in violation of this Agreement, (C) any and all liens arising by, through or under a Seller and (D) any other Title Objection that would cost not more than the foregoing *** ******* ******** ******* **********, in the aggregate, to remove). Each Seller agrees to notify Buyer within five (5) Business Days of such Seller’s receipt of Buyer’s Objection Notice whether such Seller elects to endeavor to Remedy al...
Title Objections. 5.1 If the Commitment or Survey discloses exceptions which are not acceptable to SCOLP, in its sole discretion, SCOLP shall notify Owner and Contributor in writing of its objections to such exceptions (the "Title Defects") within ten (10) days after the date of this Agreement. If SCOLP objects to any exception disclosed on the Commitment or Survey within such ten (10) day period, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1. If Owner and Contributor fail to have the Title Defects deleted from the Commitment or Survey, as the case may be, or discharged within ten (10) days after receipt of notice from SCOLP (or such longer time period designated by SCOLP), SCOLP may: (a) terminate this Agreement by delivery of written notice to Owner and Contributor, whereupon neither Owner, Contributor nor SCOLP shall have any further duties or obligations under this Agreement; (b) elect to take title as it then is with such Title Defects becoming Permitted Exceptions under this Agreement; or (c) extend for up to ninety (90) days the period for Owner and Contributor to cure such Title Defects, and if such Title Defects are not deleted during the extended period, SCOLP may then exercise its rights under subparagraphs (a) or (b) above. If Owner or Contributor cause such Title Defects to be deleted from the Commitment, the Closing shall be held within seven (7) days after delivery of the revised Commitment and Survey or on the Contribution Date specified in Section 18 hereof, whichever is later.
Title Objections. Buyer has 14 days after delivery of the last of the Title Commitment, legible copies of the instruments referenced in the Title Commitment, and the Survey if a new Survey is required by Buyer or Title Company (“Title Objection Deadline”) to review the Survey, Title Commitment, and legible copies of the title instruments referenced in them and notify Seller of Buyer’s objections to any of them (“Title Objections”). Buyer will be deemed to have approved all matters reflected by the Survey or Title Commitment to which Xxxxx has made no Title Objection by the Title Objection Deadline. The matters that Buyer either approves or is deemed to have approved are “Permitted Exceptions.” If Xxxxx notifies Seller of any Title Objections, Seller has 7 days from receipt of Xxxxx’s notice to notify Buyer whether Seller agrees to cure the Title Objections before Closing (“Cure Notice”). If Seller does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before Closing, Buyer may, within 7 days after the deadline for the giving of Seller’s Cure Notice, notify Seller that either this Contract is terminated or Buyer will proceed to close, subject to Seller’s obligations, at or before Closing, to remove all liquidated liens; remove all exceptions that arise by, through, or under Seller after the Effective Date; and cure any other Title Objections that Seller has agreed to cure in the Cure Notice.
Title Objections. 5.1 If a Commitment or Survey discloses exceptions which are not acceptable to SCOLP, and if any such exception constitutes a Material Title/Survey Defect, then the terms and condition of Section 5.3 of the Omnibus Agreement shall apply.
Title Objections. If any of the following shall occur (collectively a "Title Objection"):
Title Objections. 1. Prior to the expiration of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within five (5) days after Buyer’s delivery of such Title Objection, then Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items.
Title Objections. Buyer shall provide Seller with a list of all title objections (hereinafter “Title Objections”) in writing within 10 days after Buyer receipt of a Title Commitment. Seller shall have until the Closing Date to cure all valid Title Objections (hereinafter “Title Cure Period”). Seller shall satisfy all liens or encumbrances identified by Buyer as valid Title Objections which can be satisfied by payment on or before the Closing Date. Except for Seller’s obligations in 491 the preceding sentence, if Seller fails to cure any of Xxxxx’s other valid Title Objections within the Title Cure Period (and 492 fails to provide Buyer with evidence of Seller’s cure satisfactory to Buyer, Settlement Provider, and title insurance 493 company), Buyer may, as Xxxxx’s sole remedy; a) unilaterally cancel this Purchase Agreement within 7 days by 494 providing written notice to Seller indicating the reason for the cancellation. In such case, Buyer shall be entitled to a full 495 return of the Xxxxxxx Money, b) waive such Title Objections and close this transaction anyway, or c) extend the Closing 496 Date for 30 days to allow Seller additional time to cure such valid Title Objections. Buyer shall have 7 days 497 following the completion of such extension to cure to re-examine title to ensure the proper cure of such Title Objections. 498 Buyer shall notify Seller within 3 _ days after such review time period regarding any unresolved Title Objections. In 499 such case, Xxxxx’s remedy options and the specified time periods (a-c herein), shall repeat one additional time. Thereafter, 500 unless Buyer waives any remaining Title Objections and closes this transaction anyway, or Seller cures any remaining 501 Title Objections within the specified time period, Buyer and Seller shall sign a Cancellation of Purchase Agreement and 502 Buyer shall be entitled to a full refund of the Xxxxxxx Money. If Xxxxx fails to act in a timely manner according to this 503 paragraph, it shall be considered a waiver of Buyer’s rights herein. Seller’s Breach 504 505 506 507 508 509 510 511 512 513 514 Arbitration 515 Buyer waives all rights related to; specific performance, recording a lis pendens, recording this Purchase Agreement, recording an affidavit or memorandum, or impairing title to the Property in any other manner. If Seller breaches this Purchase Agreement for any reason, Xxxxx’s recourse shall be limited to the following, as liquidated damages; a) a full refund of Buyer’s Xxxxxxx Money, and b) rei...
Title Objections. (i) Within five (5) Business Days after Purchaser’s receipt of all of the following: a Title Commitment (including legible copies of all title exceptions listed therein), the Zoning Evidence and the Survey for the Property, but in no event beyond thirty (30) days after the Effective Date, Purchaser shall notify Seller and Title Company in writing (E-Mail is acceptable) of Purchaser’s objection to any exceptions or other title matters shown on a Title Commitment or the related Survey (each, a “Title Objection”). If any Title Objection with respect to the Property that is not a Permitted Encumbrance is not removed or resolved by Seller or Title Company to Purchaser’s satisfaction by at least five (5) days prior to the Closing Date, then Purchaser shall have the option, as its sole remedy, upon written notice to Seller on or before Closing Date, to terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be refunded immediately to Purchaser and neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein. Notwithstanding the foregoing, the definition of “Permitted Exceptions” shall not include and Seller shall (i) satisfy any mortgage or secured monetary lien against the Property voluntarily created by Seller or any judgments recorded against the Property arising from any claim and related court action adversely decided against Seller (including the preparation or filing of appropriate satisfaction instruments in connection therewith) and (ii) pay and/or otherwise cure all (a) open real estate taxes, water (meter) charges and municipal assessments which are due and payable prior to the date of Closing (subject to adjustment, as provided for herein); (b) any other voluntary liens or encumbrances against Seller which are filed against the Property based upon Seller’s written agreement and which have not expired (the foregoing items set forth in (i) and (ii) being hereinafter referred to collectively as “Seller Encumbrance”) by at least one (1) Business Day prior to the Closing Date, and in the event any such Seller Encumbrance is not removed from title to the Real Property within such time period, Purchaser shall have the option, as its sole remedy, to terminate this Agreement upon written notice to Seller on or before the Closing Date, in which event the Xxxxxxx Money Deposit will be returned to Purchaser, Seller shall reimburse to Purchaser any and all reasonable and actual...
Title Objections. The Purchaser shall promptly after the date hereof order a title commitment for and survey of each of the Facilities. The Seller shall be obligated to pay the costs of title examinations, title insurance and surveys, and, notwithstanding anything to the contrary in this Agreement, such obligation shall survive any termination of this Agreement. Within fifteen (15) business days after the Purchaser has received all of the title commitments and surveys, the Purchaser shall notify Magellan in writing of any matters listed in the title commitments or depicted (or not depicted) on the surveys (including, without limitation, flood plains) of which the Purchaser disapproves except for the Permitted Exceptions (the "OBJECTIONS"), provided, however, that in no event shall the Purchaser have the right to disapprove or object to any flood plain matter with respect to any Facility unless (i) an ordinance, law, rule or regulation applicable to said Facility provides that such Facility may not be rebuilt following a casualty because such Facility is located in a flood plain, or (ii) the Purchaser reasonably determines that the uninsured cost to rebuild would be unduly burdensome or the flood risk cannot be insured at reasonable rates. If the Purchaser so notifies Magellan of any Objections, then, within a reasonable period of time after such notice, the Seller shall take all action necessary to eliminate or cure such Objections or to make arrangements, satisfactory to the Purchaser, to have such Objections eliminated or cured prior to the Closing. If the Seller is unable or unwilling to eliminate or cure all such Objections, or to make satisfactory arrangements to have same eliminated or cured prior to the Closing to the Purchaser's satisfaction, and the Purchaser does not waive the Seller's failure to eliminate or cure such Objections as provided in Section 8.1, then the Purchaser shall have the right, at its sole option, to terminate this Agreement by giving written notice of such election to Magellan. Upon the giving of any such termination notice, this Agreement shall terminate, and all rights, obligations and liabilities of the parties hereunder shall be released and discharged. If the Purchaser fails to object to any matter within such fifteen (15) business day period or thereafter waives it Objections, such matters shall be deemed approved and shall constitute Permitted Exceptions hereunder. Without limiting the generality of the foregoing, the Seller shall have ...
