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. Purchaser shall have ten (10) days after receipt of the abstract to make its objections to matters disclosed in the abstract of title in writing to Seller. Any exception disclosed in the abstracts of title and not timely objected to by Purchaser within the 10 day period shall be deemed a "Permitted Exception" hereunder. Seller shall have until sixty (60) days after it receives such objections to have the same removed or satisfied, using its best efforts. If Seller shall fail to have such objections removed within that time, then without limiting any other remedies Purchaser may have at law or in equity, Purchaser may, at its sole discretion, either
(a) terminate this Agreement without any liability on its part, (b) waive such objections in writing and proceed to closing with the understanding that such uncured objection shall be deemed Permitted Exceptions at closing, or (c) attempt to cure such uncured objections, in which event Purchaser shall have an additional thirty (30) days to attempt to cure such objections, and receive Seller’s credit against purchase price for cost incurred, and if Purchaser is not successful in curing such objections, Purchaser shall then have the right to either terminate this Agreement pursuant to clause (a) above or waive such objections pursuant to clause
(b) above. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to cure (i) mortgage or deed of trust financing or similar liens given for security or collateral purposes (ii) state, federal or local tax liens or liens for the nonpayment of special assessments, and (iii) any other judgment liens or non- consensual liens (collectively, "Liens"), it being the understanding and agreement that any such Liens will be satisfied out of Seller's proceeds at closing, if not sooner paid.
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 Eaxxxxx Xoney 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.
2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional 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 Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liabilit...
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. Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's Title Objections. Notwithstanding the foregoing, on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages on the Real Estate, and (ii) other monetary liens against the Real Estate. Seller, at its sole option, may attempt to cure or satisfy all or a portion of Purchaser's Title Objections prior to the Closing Date. If Seller is willing to attempt to cure or satisfy all or a portion of Purchaser's Title Objections, Seller shall provide written notice to Purchaser of those objections Seller will attempt to cure or satisfy (“Seller's Notice”) within five (5) calendar days of receipt of Purchaser’s Title Objections, if any. Seller’s failure to deliver a Seller’s Notice within such time period shall be deemed an election by Seller not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling to cure or satisfy all or certain of Purchaser's Title Objections or Seller fails to provide a Seller’s Notice, Purchaser shall have the option (as its sole and exclusive remedy) to terminate this Agreement by delivering written notice thereof to Seller which notice must be delivered within five (5) calendar days after the delivery of a Seller's Notice (or Seller’s deemed election not to cure or satisfy and objections). If Purchaser fails to terminate this Agreement as set forth in this Section 5.2, such termination right shall be waived and Purchaser shall proceed to Closing without adjustment to the Purchase Price. If Purchaser shall duly give such termination notice, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any further rights or obligations hereunder.
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. Purchaser previously delivered its notice of title and survey objections to Seller in accordance with Section 4(a) of the Agreement. Such notice included objections to the Chesterfield, Michigan title commitment File No. 14000070840 issued by Xxxxxxx Title Guaranty Company (the “Commitment”) and the related survey relating to a certain Facility known as Prestige Commons located in Chesterfield, Michigan (the “Chesterfield Property”). In particular, Purchaser specifically objected to an encroachment of the building into a Detroit Edison Underground Easement recorded in Book 16223, page 822 of the public records (the “Applicable Easement”), as described in the Commitment, and as depicted on the survey. Seller indicated in its Seller’s Response Notice that Seller will not cure this objection. Accordingly, Purchaser hereby reserves its right to terminate the Agreement solely with respect to the Chesterfield Property, unless at or prior to Closing, Purchaser or Seller is able to obtain one of the following (hereinafter, the “Chesterfield Title Condition”): (i) written evidence, in recordable form, that Detroit Edison has permanently abandoned the use of the Applicable Easement, or (ii) a title insurance commitment issued by either Xxxxxxx Title, First American Title Insurance Company, or another title insurance company reasonably acceptable to Purchaser, with an endorsement in the form of Exhibit A attached hereto or a similar endorsement containing substantially similar coverage for Purchaser. In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to occur under the Agreement, then (w) Purchaser shall be obligated to proceed to Closing (on the schedule date for Closing) with respect to all of the other Properties other than the Chesterfield Property, (x) the applicable portion of the Purchase Price allocable to the Chesterfield Property shall not be paid unless and until a closing occurs with respect to the Chesterfield Property, (y) the applicable portion of the Deposit allocable to the Chesterfield Property shall be retained by the Escrow Agent, and (z) the closing solely with respect to the Chesterfield Property shall be delayed and shall occur ten (10) business days after the Chesterfield Title Condition has been satisfied, provided, however, that in the event the closing on the Chesterfield Property has not occurred on or before sixty (60) days after the closing occurs on the remainder of the P...
Title Objections. Prior to the expiration of the Due Diligence Period, Buyer shall give Seller written notice of any Title Objections. Seller shall notify Buyer in writing within five (5) business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same. Failure of Seller to notify Buyer in writing within such five (5) business day period shall be deemed an election by Seller on the last day of such period not to Remove such Title Objections. If Seller elects not to Remove one or more Title Objections, then Buyer may either (a) terminate this Agreement by written notice to Seller given within five (5) business days after Seller’s election (but in any event prior to the Closing Date), in which event the Title Company shall refund the Deposit (less the Initial Payment) to Buyer and thereafter Seller and Buyer shall not have any further liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement, or (b) waive such Title Objections and proceed to Closing. Failure of Buyer to terminate this Agreement within LEGAL02/34919558v5 such five (5) business day period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated to satisfy (or in the case of mechanics’ liens, fully bond in accordance with Georgia law and cause Title Company to insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments (collectively, “Required Removal Items”), and Buyer shall not be obligated to identify any Required Removal Item as a Title Objection. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not to exc...
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.
