Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three (3) days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection, Purchaser shall, on or before the expiration of the Inspection Period, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Industrial Property Trust Inc.), Purchase and Sale Agreement (Industrial Property Trust Inc.), Purchase and Sale Agreement (Industrial Property Trust Inc.)
Title Objections; Cure of Title Objections. Purchaser Buyer shall have until the expiration of the Title Exam Deadline to notify Seller, in writing, of such objections as Purchaser Buyer may have to anything contained in the Title Commitment or the SurveySurvey (including Permitted Exceptions). Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser Buyer does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event Purchaser Buyer shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to undertake any action or incur any expense in order to effectuate any such removal, correction, cure or satisfaction of cure such objections. Within three ten (310) days after receipt of Purchaser’s Buyer's notice of objections, Seller shall notify Purchaser Buyer in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser Buyer shall not have terminated this Agreement in accordance with Section 3.2 hereof3.2, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty sixty (3060) days after the date for Closing set forth in Section 4.1 hereof4.1. If Seller elects not to cure any objections specified in Purchaser’s Buyer's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser Buyer shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser Buyer which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended) shall be returned to PurchaserBuyer, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser Buyer that Seller does not intend to attempt to cure any title objection; or if, Purchaser having commenced attempts to cure any objection, Seller later notifies Buyer that Seller will be unable to effect a cure thereof, Buyer shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser Buyer shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii)) of this Section 2.3. Purchaser’s failure Notwithstanding anything to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that contrary contained in this Agreement, Seller shall satisfy, release or cure (or bond against in a title objection and after attempting manner sufficient to cure cause the Title Company to insure over such objection) at Closing any encumbrance or lien of a fixed amount that is objected to by Buyer and is a result of Seller’s actions such as mortgages, Seller later notifies Purchaser that Seller will be unable to effect a cure thereofmechanic’s liens, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) aboveutility liens and tax liens.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Cri Hotel Income Partners L P), Purchase and Sale Agreement (Cri Hotel Income Partners L P)
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline expiration of the Inspection Period to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or anything shown on the SurveySurvey that materially and adversely affect Purchaser's use or operation of the Property. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to during the Title Exam Deadline Inspection Period shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller prior to the expiration of the Inspection Period of objections to title by reason of items or to matters shown on the Survey prior to the Title Exam DeadlineSurvey, Seller shall have the right, but not the obligation, to cure such objections; provided that Seller shall cure (i) any consensual liens created by it, such as mortgage liens, and (ii) other liens not in excess of $50,000 in the aggregate which can be cured by the payment of a fixed sum of money, such as judgment liens or mechanics liens. Within three ten (310) days after receipt of Purchaser’s 's notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objectionsobjections ("Seller's Response"). Seller’s failure to respond within said three (3) day period Seller shall be deemed to be have given Seller’s election not 's Response to Purchaser on the tenth day after receipt of Purchaser's notice of objections that Seller refuses to cure any such objectionsobjection as to which Seller has not affirmatively notified Purchaser of Seller's election to cure. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same to the reasonable satisfaction of Purchaser and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty sixty (3060) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects or is deemed to have elected not to cure any objections specified in Purchaser’s 's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending delivering written notice thereof to Seller within five (5) days after receipt of Seller's Response or after Seller is deemed to have given Seller's Response, and upon timely delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Initial Payment and Earnest Money shall be returned to Purchaser, and thereafter neither party hereto pxxxx xxreto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend fails to attempt to cure any title objection, Purchaser shall, on or before the expiration of the Inspection Period, notify Seller in writing whether Purchaser shall elect to accept the conveyance make a timely election under clause clauses (i) or (ii) of the preceding sentence, Purchaser shall be deemed to terminate this Agreement have elected to proceed under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Town & Country Trust), Purchase and Sale Agreement (Town & Country Trust)
Title Objections; Cure of Title Objections. Purchaser shall have until the date which is five (5) days prior to the expiration of the Inspection Period (“Title Exam Deadline Review Period”) to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to during the Title Exam Deadline Inspection Period shall be deemed a Permitted ExceptionException (except as provided in the last sentence of this Section 2.3). In the event Purchaser shall notify Seller of objections to title as shown on the Title Commitment or to matters shown on the Survey prior to the expiration of the Title Exam DeadlineReview Period, Seller shall have the right, but not the obligationobligation (except as provided in the last sentence of Section 2.3), to cure such objections at any time on or before 5:00 p.m. (local time at the Property) on the second (2nd) day prior to the end of the Inspection Period ("Cure Period") (for purposes of this Section 2.3, the term “cure” shall mean either to have such items removed from the Survey or Title Commitment, as the case may be, or to have the Title Company insure over such items pursuant to title endorsements approved by Purchaser in its sole discretion, and in any case to deliver the revised Survey and/or revised Title Commitment to Purchaser evidencing such cure). Seller's failure to deliver the revised Survey and/or revised Title Commitment to Purchaser, prior to the end of the Cure Period, evidencing such “cure” of Purchaser's objections, shall be deemed an election by Seller not to cure such objections. Within three In the event any objections are not so cured on or before the end of the Cure Period, then Purchaser shall have the option to either (3x) days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure waive such objections. Seller’s failure to respond within said three title objection not removed or cured (3) day period which waived title objections shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated Permitted Exceptions) or (y) terminate this Agreement in accordance with Section 3.2 hereofbelow. Notwithstanding the foregoing, Seller shall have until the date of be obligated to remove at Closing to attempt to remove, satisfy or cure the same (and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the such items be deemed Permitted Exceptions) any mortgage, specifically including any matter objected to by Purchaser security interest or other lien securing a monetary obligation which Seller is unwilling or unable to curemay burden the Real Property, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Sellerin addition, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection, Purchaser shall, on or before the expiration of the Inspection Period, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure also be obligated to remove at Closing any other lien, encumbrance or other title exception first arising or appearing on a title objection and revised Title Commitment after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closinginitial Title Commitment delivered to Purchaser hereunder, notify Seller in writing whether Purchaser and the Title Policy (as defined below) shall elect to accept reflect the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) aboveabsence of all such matters.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Syms Corp), Purchase and Sale Agreement (Syms Corp)
Title Objections; Cure of Title Objections. Purchaser shall have until ten (10) days prior to the Title Exam Deadline expiration of the Inspection Period to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. Time is of the essence with respect to the provisions of Section 2.3. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three ten (310) days after receipt of Purchaser’s 's notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof. Any liquidated monetary encumbrance shall be cured at Closing and shall not be subject to adjournment. If Seller elects not to cure any objections specified in Purchaser’s 's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money Earnxxx Xxxey shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof; Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ml Eq Real Estate Portfolio L P)
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline to notify SellerSellers’ Representative, in writing, of such objections as Purchaser may have to anything (other than the Permitted Exceptions specified in Section 2.4 below) contained in the Title Commitment Commitments or the SurveySurveys. Any item contained in the Title Commitment Commitments or any matter shown on the Survey Surveys to which Purchaser does not object prior to the Title Exam Deadline shall be deemed a Permitted ExceptionException (provided, however, the foregoing shall not limit Purchaser’s rights to object to New Exceptions pursuant to Section 2.5 hereof). In If, prior to the event Title Exam Deadline, Purchaser shall notify Seller Sellers’ Representative of objections to title or to matters shown on the Survey prior to the Title Exam DeadlineSurveys, Seller Sellers shall have the right, but not the obligation, to cure such objections. Within three five (35) days after receipt of Purchaser’s notice of objections, Seller Sellers’ Representative shall notify Purchaser in writing of whether Seller the applicable Seller(s) elects to attempt to cure such objections. SellerSellers’ Representative’s failure to respond within said three five (35) day period shall be deemed to be the applicable Seller’s election not to cure any such objections. If a Seller elects to attempt to curecure any such objections, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 3.2(a) hereof or Sellers shall not have terminated this Agreement in accordance with Section 3.2(b) hereof, Seller then the applicable Seller(s) shall have until the date of which is five (5) Business Days prior to the Scheduled Closing Date (as defined below) to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled same, other than liens encumbering a Property which are being paid or discharged at Closing pursuant to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof2.6. If Seller the applicable Seller(s) elects not to cure any objections specified in Purchaser’s noticenotice (or is deemed to have elected not to cure such objections), or if Seller the applicable Seller(s) is unwilling or unable to effect a cure prior to the date which is five (5) Business Days prior to the Scheduled Closing Date (or any date to which the Scheduled Closing Date has been adjourned), other than liens encumbering a Property which are being paid or discharged at Closing pursuant to Section 2.6, then Purchaser shall have the following options: (i) to accept a conveyance of the Property Properties subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller the applicable Seller(s) is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) subject to Section 2.4 below, to terminate this Agreement by sending written notice thereof to Seller, and upon Sellers’ Representative. Upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder hereunder, except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller Sellers’ Representative notifies Purchaser that a Seller does not intend elect to attempt to cure any title objection (or if a Seller is deemed to have elected not to cure any such objections), or if, having commenced attempts to cure any objection, a Seller later notifies Purchaser that such Seller will be unable to effect a cure thereof, then Purchaser shall, on within five (5) days after such notice has been given (or before after the expiration elapse of the Inspection Periodfive (5) day period in which Sellers’ Representative’s was to respond to Purchaser’s notice of objection(s)), notify Seller Sellers’ Representative in writing of whether Purchaser shall elect to accept the conveyance under clause (i) or (subject to Section 2.4 below) to terminate this Agreement under clause (ii). Purchaser’s failure to so respond within said five (5) day period shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Notwithstanding anything contained herein to the contrary, if Sellers’ Representative or any Seller notifies provides Purchaser with written notice that a Seller shall cure a title objection and after attempting will commence to cure an objection and, thereafter such objection, Seller later notifies Purchaser that Seller will be is unable (or unwilling) to effect a cure thereofthereof prior to the Closing Date, Purchaser shallthen, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect addition to accept the conveyance under clause (i) or Purchaser’s right to terminate this Agreement under clause (ii). Purchaser’s failure to so respond and receive a return of the Xxxxxxx Money as a result of such failure, Sellers shall be deemed obligated to promptly reimburse Purchaser for its direct and actual reasonable out-of-pocket due diligence costs and expenses incurred by Purchaser to third parties that are not affiliated with Purchaser (documented by invoices received by Purchaser from such third parties) in connection with this transaction, not to exceed $250,000.00 in the aggregate. Notwithstanding anything to the contrary contained herein, Sellers shall be Purchaser’s election required, at or prior to accept the conveyance under clause Closing, to satisfy, cure or release each of the following (each a “Required Clearance Exception”): (i) aboveany mortgage, deed to secure debt or deed of trust encumbering the Properties caused by a Seller and (ii) all other liens encumbering the Properties created by a Seller which is not the obligation of any tenant under a Lease (including, without limitation, judgments, mechanic’s or materialmen’s liens) that are in a liquidated amount and which may be satisfied solely by the payment of money, not to exceed $1,000,000 in the aggregate. Sellers shall be entitled to use any portion of the Purchase Price to satisfy, release or otherwise cure any such Required Clearance Exceptions. The release and discharge documentation for any Required Clearance Exception may be delivered after the Closing in accordance with customary practice so long as the Title Company shall omit same from Purchaser’s Title Policy.
Appears in 1 contract
Title Objections; Cure of Title Objections. Purchaser shall have until ten (10) days prior to the Title Exam Deadline expiration of the Inspection Period to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not timely object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event Purchaser shall timely notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam DeadlineSurvey, Seller shall have the right, but not the obligation, to cure such objections. Notwithstanding the aforesaid, Seller shall have the obligation to cure all mortgages or deeds of trust affecting the Property, as well as all monetary liens or encumbrances of an ascertainable amount. Within three ten (310) days after receipt of Purchaser’s 's notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty sixty (3060) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s 's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof; Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Crown American Realty Trust)
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline expiration of the Inspection Period to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or anything shown on the SurveySurvey ("Objection," and, collectively, "Objections"). Any item matters contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to specify an Objection during the Title Exam Deadline Inspection Period shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadlineexpiration of the Inspection Period of any Objections, Seller shall have the right, but not the obligation, to cure such objectionsObjections at Seller's sole expense; provided that Seller shall cure (i) any consensual liens, such as mortgage liens, to which the Property was subject when conveyed to Seller, (ii) any consensual liens created by Seller, such as mortgage liens, and (iii) other liens, not in excess of $200,000 in the aggregate for all of the Related Transactions (as defined in Section 10.19, below), which can be cured by the payment of a fixed sum of money, such as judgment liens or mechanics liens. Within three ten (310) days after receipt of Purchaser’s 's notice of objectionsObjections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objectionsObjections ("Seller's Response"). Seller’s failure to respond within said three (3) day period Seller shall be deemed to be have given Seller’s election not 's Response to Purchaser on the tenth day after receipt of Purchaser's notice of Objections that Seller refuses to cure any such objectionsObjection as to which Seller has not affirmatively notified Purchaser in writing of Seller's election or refusal to cure any Objection(s). If Seller elects to attempt to curecure any Objections, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt use reasonable commercial efforts to remove, satisfy or cure the same prior to or at the date of Closing to the reasonable satisfaction of Purchaser, and Seller may, with the prior written consent of Purchaser (which consent may be withheld at Purchaser's sole discretion), adjourn the Closing for this purpose Seller shall be entitled to a reasonable adjournment period of time, not to exceed sixty (60) days, to effect the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereofsame. If Seller elects or is deemed to have elected not to cure any objections Objections specified in Purchaser’s 's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser Objection(s) which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending delivering written notice thereof to Seller within five (5) business days after receipt of Seller's Response or after Seller is deemed to have given Seller's Response, and upon timely delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Exxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser ; provided, however, that if Seller does not intend cure prior to attempt Closing (x) any of the liens described in clauses (i), (ii) and (iii) of the second sentence of this Section 2.3 or (y) liens of the type described in clause (iii) in excess of $200,000 in the aggregate for all of the Related Transactions and if by reason of such failure to cure any title objectionPurchaser elects to terminate this Agreement, Seller separately shall pay Purchaser shall, on an additional amount equal to the lesser of Twenty Thousand Dollars ($20,000) or before the expiration cost of the Inspection Periodout-of-pocket costs incurred by Purchaser for the Survey, notify Seller in writing whether its environmental report and its engineering report respecting the Property. If Purchaser shall elect fails to accept the conveyance make a timely election under clause clauses (i) or (ii) of the preceding sentence, Purchaser shall be deemed to terminate this Agreement have elected to proceed under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Title Objections; Cure of Title Objections. Purchaser shall have until five (5) business days prior to the Title Exam Deadline expiration of the Inspection Period (such date being referred to herein as the “Title/Survey Deadline”) to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Title/Survey Deadline shall be deemed a Permitted Exception. In the event that Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Title/Survey Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three four (34) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing Date (as defined in Section 4.1 below) to attempt to remove, satisfy or cure the same and to Purchaser’s reasonable satisfaction, and, for this purpose purpose, Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty fifteen (3015) days after the date for Closing Date set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection, or if, having commenced any attempt to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, then Purchaser shall, on or before within five (5) business days after such notice has been given (but in no event later than the expiration of the Inspection PeriodClosing Date), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception; provided, however, that Purchaser hereby objects to all liens evidencing monetary encumbrances arising from acts or omissions of Seller or its affiliates (including, without limitation, mechanics’ and materialmen’s liens) and any indebtedness encumbering the Property (including, without limitation, mortgages and deeds of trust) which Seller has obtained or assumed or to which Seller has permitted the Property to be subject (other than liens for ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing) (collectively, “Monetary Encumbrances”); notwithstanding anything to the contrary in this Agreement, Monetary Encumbrances shall not be Permitted Exceptions and Seller agrees to cause all such Monetary Encumbrances to be eliminated at Seller's sole cost (including all prepayment penalties and charges) prior to the Closing Date. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligationobligation (subject to the foregoing), to cure such objections. Within three (3) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. If such three (3) business day period extends beyond the expiration of the Inspection Period, the Inspection Period with respect to Purchaser’s approval of title and survey matters shall be extended until the first business day following the expiration of such three (3) business day period, but the date of Closing shall not be so extended. Seller’s failure to respond within said three (3) business day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt 35311418v.9 to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 3.3 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same in a manner reasonably satisfactory to Purchaser and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is reasonably required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable despite Seller’s reasonable efforts and diligence to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable despite Seller’s reasonable efforts and diligence to effect a cure thereof; Purchaser shall, on or before the expiration of the Inspection Periodwithin three (3) business days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond within said three (3) business day period shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Title Objections; Cure of Title Objections. Purchaser shall have until the later to occur of (i) five (5) business days after receipt of both the Title Exam Deadline Commitment and the Survey and (ii) the expiration of the Inspection Period (the “Initial Title Objection Period”) to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object to prior to the expiration of the Initial Title Exam Deadline Objection Period shall be deemed a Permitted Exception. In the event If Purchaser shall notify Seller of objections to title or to matters shown on the Survey to prior to the expiration of the Initial Title Exam DeadlineObjection Period, Seller shall have the right, but not the obligationobligation (except as to Monetary Objections (as defined below), to cure such objections. Within three five (35) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller; provided, however, that if Seller fails to give Purchaser such written notice of its election within five (5) business days after receipt of Purchaser’s failure to respond within said three (3) day period notice of objections, Seller shall be deemed to be Seller’s election have elected not to cure any such objectionsof Purchaser’s objections and to have so notified Purchaser pursuant to this Section 2.3. If Seller elects to attempt to curecure any such matters, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection, Purchaser shall, on or before the expiration of the Inspection Period, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.have
Appears in 1 contract
Samples: Lease Agreement (Carter Validus Mission Critical REIT II, Inc.)
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three five (35) days after receipt of Purchaser’s 's notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s 's failure to respond within said three five (35) day period shall be deemed to be Seller’s 's election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty sixty (3060) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s 's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof; Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s 's failure to so respond within said five (5) day period shall be deemed to be Purchaser’s 's election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Notwithstanding anything to the contrary in this Section 2.3, Seller shall cure a be obligated to remove from title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on the Property at Closing any deeds of trust or before mortgages encumbering the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) aboveProperty.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Behringer Harvard Reit I Inc)
Title Objections; Cure of Title Objections. Purchaser shall have until fifteen (15) days following its receipt of the Title Exam Deadline Commitment (together with the documents of record referred to in Section 2.1) and the Survey referred to in Section 2.2, whichever is later, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment (including title endorsements to be issued pursuant to Section 2.1) or the SurveySurvey (“Unpermitted Exceptions”). Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline during said fifteen (15) day period shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey any Unpermitted Exceptions prior to the Title Exam Deadlineexpiration of said fifteen (15) day period, Seller shall have the right, but not the obligation, to cure such objections. Within three fifteen (315) days after receipt from the date of delivery of Purchaser’s notice of objectionsto have such Unpermitted Exceptions removed from the Title Commitment or the Survey, as applicable, and provide satisfactory evidence thereof to Purchaser. If Seller shall notify Purchaser in writing whether Seller elects fails to attempt to cure have such objections. Seller’s failure to respond Unpermitted Exceptions removed within said three fifteen (315) day period, Purchaser, as its sole option, may elect, on or before the later of (y) the expiration of the Contingency Period (as hereinafter defined), and (z) a period of ten (10) days following the expiration of the fifteen (15) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not the preceding sentence for Seller’s removal of Unpermitted Exceptions, to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to SellerAgreement, and upon delivery of such notice of termination, this Agreement shall terminate and in which event the Xxxxxxx Money shall be promptly returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except (ii) accept the title to the extent Land and Improvements subject to all such Unpermitted Exceptions that any rightSeller has failed to have removed with the further right to deduct from the Purchase Price amounts secured by or constituting unpermitted items or encumbrances of a definite or ascertainable amount, obligation and/or cause the Title Company to issue its endorsement insuring against damage caused by such Unpermitted Exceptions and deduct from the Purchase Price the cost of the premiums and security provided for said endorsement, as the case may be; provided that if the aggregate amount of such premiums and security for the removal of Unpermitted Exceptions exceeds Twenty Thousand Dollars ($20,000) and if Purchaser elects to pay such excess amount, Seller shall pay the initial Twenty Thousand Dollars ($20,000). In the event Purchaser terminates this Agreement due to an Unpermitted Exception intentionally and willfully created or liability set forth herein expressly survives termination suffered by Seller for the purpose of hindering, undermining, or preventing the consummation of the purchase of the Property by Purchaser, Purchaser shall be paid by Seller the actual cost incurred by Purchaser in connection with the transaction contemplated by this Agreement. If Seller notifies Purchaser that Seller does , not intend to attempt exceed $50,000, in addition to cure any title objection, Purchaser shall, on or before the expiration return of the Inspection Period, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii)Xxxxxxx Money. Purchaser’s failure to so respond exercise of the foregoing right shall not be deemed a waiver or release of any of its remedies, at law or in equity, or pursuant to be Purchaser’s election to accept the conveyance this Agreement, for default if said Unpermitted Exceptions were intentionally or willfully caused or suffered through Seller or any party claiming by, through, or under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) aboveSeller.
Appears in 1 contract
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline date of expiration of the Inspection Period, as defined below, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment Commitment, the Survey or the SurveySeller’s Property Interest Ownership Documents. Any item contained in the Title Commitment or Commitment, any matter shown on the Survey or any matter contained in the Seller’s Property Interest Ownership Documents to which Purchaser does not object prior to the Title Exam Deadline expiration of the Inspection Period shall be deemed a “Permitted Exception. .” In the event Purchaser shall notify Seller of objections to title or to items in the Title Commitment, matters shown on the Survey or matters shown on the Seller’s Property Interest Ownership Documents prior to the Title Exam Deadlineexpiration of the Inspection Period, Seller shall have the right, but not the obligation, to cure such objections. Within three ten (310) days after receipt of Purchaser’s 's notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof3.2, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty sixty (3060) days after the date for Closing set forth in Section 4.1 hereof4.1. If Seller elects not to cure any objections specified in Purchaser’s 's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property Properties subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without with reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaserterminate, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof; Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii)) of this Section 2.5. If any of Purchaser’s failure 's objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanic's liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to so respond that extent, notwithstanding anything herein to the contrary, Seller shall be deemed obligated to be pay and discharge (or bond against in a manner sufficient to cause the Title Company to insure over such objections) any such Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the 's objections at Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Mountain High Acquisitions Corp.)
Title Objections; Cure of Title Objections. Purchaser shall have until fifteen (15) days prior to the expiration of the Due Diligence Period (the “Title Exam Deadline Objection Date”) to notify Sellerprovide Notice to Sellers, in writing, of such objections as Purchaser may have to anything any item contained in any Title Commitment and any matter shown on any Survey (or any update thereto received prior to the Title Commitment or the SurveyObjection Date). Any item contained in the any Title Commitment or any matter shown on the any Survey to which Purchaser does not object prior to the Title Exam Deadline Objection Date shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller provides Notice to Sellers of objections to title any items contained in any Title Commitment or to any matters shown on the any Survey prior to the Title Exam DeadlineObjection Date, Seller Sellers shall have the right, but not the obligationobligation (except as otherwise provided below), to cure such objections. Within three five (35) days after receipt of Purchaser’s notice of objections, Seller Sellers shall notify Purchaser in writing as to whether Seller elects Sellers elect to attempt to cure such objections. Seller’s Any failure by Sellers to respond within said three five (35) day period days after receipt of Purchaser’s notice of objections shall be deemed to be Seller’s election not a refusal by Sellers to cure any such objectionsobjections to which a response was not delivered. If Seller elects Purchaser does not terminate this Agreement prior to the expiration of the Due Diligence Period pursuant to Section 2.3, all items contained in the Title Commitments or matters shown on the Surveys, other than the Required Deletion Items and those items or matters with respect to which Purchaser has objected and Sellers have affirmatively elected to cure, shall be deemed Permitted Exceptions. The Permitted Exceptions shall, inter alia, include (and Purchaser shall not be permitted to object to) any exceptions relating to interests and rights of parties in possession under any Leases or Resident Agreements, liens for all real estate taxes and assessments, water rates, water meter charges, sewer rates, sewer charges and similar matters imposed by any governmental authority and not yet due and payable as of the Closing Date, including special assessments and special improvement district or local improvement district bonds, any and all present and future laws, ordinances, restrictions, requirements, resolutions, orders, rules and regulations of any governmental authority, as now or hereafter existing or enforced (including those related to zoning and land use), and any exceptions caused by Purchaser, its agents, representatives or employees. If Sellers elect to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 2.3 hereof, Seller Sellers shall have until the date of Closing Date to attempt to remove, satisfy or cure the same and for this purpose Seller Sellers shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereofDate. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is Sellers are unable to effect a cure prior to the Closing Date (or any date to which the Closing has been adjourned), ) then Purchaser shall have the following options: option, in its sole discretion, to (ia) to accept a conveyance of the Real Property subject to the Permitted Exceptions, specifically including Exceptions and any matter objected to by Purchaser which Seller is unwilling or that Sellers are unable to cure, and without reduction of the Purchase Price; Price or (iib) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money Deposit shall be returned to Purchaser. Following any termination of this Agreement in accordance with subsection (b) of the previous sentence, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Except as provided in the next sentence, Sellers shall have no obligation to bring any action or proceeding or otherwise to incur any expense to correct, discharge or otherwise remove title exceptions or defects with respect to any Property or to remove, remedy or comply with any other grounds for Purchaser’s refusing to approve title. Each Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection, Purchaser shall, however, be obligated to remove or discharge, or otherwise cause the Escrow Agent to omit as an exception to title or to insure against collection thereof from or against its respective Property, (y) any Existing Liens and (z) any liens and encumbrances created by through or under such Seller after the Effective Date, that are not Permitted Exceptions (collectively, the “Required Deletion Items”). If, on or before the expiration Closing Date, there are any Required Deletion Items, the applicable Seller may use any portion of its pro rata share of the Inspection PeriodClosing Payment to satisfy same, notify provided the Escrow Agent shall omit such lien or encumbrance as an exception to title. If the applicable Seller in writing whether Purchaser shall elect fail to accept authorize the conveyance under clause (i) or Escrow Agent to terminate this Agreement under clause (ii). Purchaser’s use its pro rata share of the Closing Payment to satisfy a Required Deletion Item, and such Required Deletion Item therefore is not omitted as an exception to title, such failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection default by Sellers, and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept have the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) aboveremedies set forth in Section 11.2.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Healthcare Properties, Inc.)
Title Objections; Cure of Title Objections. Purchaser shall have until the expiration of the Title Exam Deadline Inspection Period to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to during the Title Exam Deadline Inspection Period shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the expiration of the Title Exam DeadlineInspection Period, Seller shall have the right, but not the obligation, to cure such objections; provided, however, Seller shall be obligated to cure any objections relating to financing instruments executed, assumed or taken subject to by Seller, mortgages, mechanics liens resulting from contracts let by Seller or its agents (specifically excluding any mechanics liens resulting from the acts or omissions of any tenants). Within three ten (310) days after receipt of Purchaser’s 's notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure objections as to respond within said three (3) day period shall be deemed which Seller does not have an obligation to be Seller’s election not to cure any such objectionscure. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty sixty (3060) days after the date for Closing set forth in Section 4.1 hereof, provided such adjournment does not cause a material adverse effect upon the closing conditions or financing terms of any commitment for financing obtained by Purchaser, it being understood, however, that Purchaser's obligations hereunder are not conditioned upon Purchaser obtaining financing. If Seller elects not to cure any objections specified in Purchaser’s notice's notice as to which Seller does not have an obligation to cure, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase PricePrice (except as to objections that Seller has an obligation to cure as described above); or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money Earnxxx Xxxey shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection as to which it has no obligation to cure; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof; Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) business days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Title Objections; Cure of Title Objections. 4.4.1. Purchaser shall have until 5:00 p.m. (Pacific Standard Time), on the 12th business day following the Contract Date (the “Title Exam Deadline Review Period”) to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to during the Title Exam Deadline Review Period shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the expiration of the Title Exam DeadlineReview Period, Seller shall have the right, but not the obligation, to cure such objections; provided, however, that Seller shall be obligated to remove, at its cost, any liens on the Property securing loans to Seller (other than any liens evidenced by the Loan Documents) and any consensual liens or encumbrances agreed to by Seller on or after the Contract Date without Purchaser’s consent (collectively, “Seller Liens”). Within three five (35) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s , and failure of Seller to respond provide any notice to Purchaser within said three such five (35) business day period shall be deemed to be Seller’s election not to attempt to cure any such of Purchaser’s title objections. If Seller elects elects, or is deemed to attempt to curehave elected, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified objection, Purchaser shall have two (2) business days from the receipt of Seller’s notice (or from the expiration of the five (5) business day period if no notice is given) either to (i) terminate this Agreement, in which case the Deposit shall be returned to Purchaser’s notice, or if Seller is unable (ii) waive its objections and agree to effect a cure prior purchase the Property subject to the Closing (or any date items to which Purchaser had objected, which shall be deemed Permitted Exceptions, and failure of Purchaser to provide any notice to Seller within such two (2) business day period shall be deemed an election under (ii) above. Any cure that Seller has agreed to pursuant to this Section 4.4.1 or Section 4.4.2 below shall become a condition precedent to Closing in favor of Purchaser and Seller shall use commercially reasonable efforts to cure the same by the Closing has been adjourned)Date. If such cure is not accomplished by the Closing Date, Purchaser shall have the following options: either to (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to SellerAgreement, and upon delivery of such notice of termination, this Agreement shall terminate and in which case the Xxxxxxx Money Deposit shall be returned to Purchaser, and thereafter neither recover Purchaser’s third party hereto out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement up to a maximum of One Hundred Thousand Dollars ($100,000) (and Purchaser shall have no right to recover any further rightsadditional amounts pursuant to Section 11.1 below), obligations or liabilities hereunder except (ii) waive its objections to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser items that Seller does did not intend cure and agree to attempt purchase the Property subject to cure any title objectionthose items, Purchaser shall, on or before the expiration of the Inspection Period, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond which shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) abovePermitted Exceptions.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hudson Pacific Properties, Inc.)
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline expiration of the Inspection Period to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or anything shown on the SurveySurvey ("Objection," and, collectively, "Objections"). Any item matters contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to specify an Objection during the Title Exam Deadline Inspection Period shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadlineexpiration of the Inspection Period of any Objections, Seller shall have the right, but not the obligation, to cure such objectionsObjections at Seller's sole expense; provided that Seller shall cure (i) any consensual liens, such as mortgage liens, to which the Property was subject when conveyed to Seller, (ii) any consensual liens created by Seller, such as mortgage liens, and (iii) other liens, not in excess of $200,000 in the aggregate for all of the Related Transactions (as defined in Section 10.19, below), which can be cured by the payment of a fixed sum of money, such as judgment liens or mechanics liens. Within three ten (310) days after receipt of Purchaser’s 's notice of objectionsObjections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objectionsObjections ("Seller's Response"). Seller’s failure to respond within said three (3) day period Seller shall be deemed to be have given Seller’s election not 's Response to Purchaser on the tenth day after receipt of Purchaser's notice of Objections that Seller refuses to cure any such objectionsObjection as to which Seller has not affirmatively notified Purchaser in writing of Seller's election or refusal to cure any Objection(s). If Seller elects to attempt to curecure any Objections, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt use reasonable commercial efforts to remove, satisfy or cure the same prior to or at the date of Closing to the reasonable satisfaction of Purchaser, and Seller may, with the prior written consent of Purchaser (which consent may be withheld at Purchaser's sole discretion), adjourn the Closing for this purpose Seller shall be entitled to a reasonable adjournment period of time, not to exceed sixty (60) days, to effect the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereofsame. If Seller elects or is deemed to have elected not to cure any objections Objections specified in Purchaser’s 's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser Objection(s) which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending delivering written notice thereof to Seller within five (5) business days after receipt of Seller's Response or after Seller is deemed to have given Seller's Response, and upon timely delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Earnest Money shall be returned to Purchaser, and thereafter neither party neithxx xxxxy hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser ; provided, however, that if Seller does not intend cure prior to attempt Closing (x) any of the liens described in clauses (i), (ii) and (iii) of the second sentence of this Section 2.3 or (y) liens of the type described in clause (iii) in excess of $200,000 in the aggregate for all of the Related Transactions and if by reason of such failure to cure any title objectionPurchaser elects to terminate this Agreement, Seller separately shall pay Purchaser shall, on an additional amount equal to the lesser of Twenty Thousand Dollars ($20,000) or before the expiration cost of the Inspection Periodout-of-pocket costs incurred by Purchaser for the Survey, notify Seller in writing whether its environmental report and its engineering report respecting the Property. If Purchaser shall elect fails to accept the conveyance make a timely election under clause clauses (i) or (ii) of the preceding sentence, Purchaser shall be deemed to terminate this Agreement have elected to proceed under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Title Objections; Cure of Title Objections. 4.4.1. Purchaser shall have until 5:00 p.m. (California Time) on November 28 (the “Title Exam Deadline Review Period”) to notify Seller, in writing, of such objections as Purchaser may have to anything any exceptions contained in the Title Commitment Report or any matters disclosed by the Survey. Any item contained in the Title Commitment Report or any matter shown on the Survey to which Purchaser does not object prior to during the Title Exam Deadline Review Period shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the expiration of the Title Exam DeadlineReview Period, Seller shall have the right, but not the obligation, to cure such objections; provided, however, that Seller shall be obligated to remove, at its cost: (i) any liens on the Property securing loans to Seller, (ii) any consensual liens or encumbrances agreed to by Seller after the Contract Date without Purchaser’s consent, (iii) any mechanic’s or materialmen’s lien filed with respect to work performed for, or materials provided to, Seller (as opposed to any tenant or other person or entity), (iv) any liens for delinquent real property taxes, or (v) any judgment liens against Seller (collectively, “Seller Liens”). Within three two (32) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s , and failure of Seller to respond provide any notice to Purchaser within said three such two (32) business day period shall be deemed to be Seller’s election not to attempt to cure any such of Purchaser’s title objections. If Seller elects elects, or is deemed to attempt have elected, not to curecure any objection, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date expiration of the Inspection Period either to (i) terminate this Agreement, or (ii) waive its objections and agree to purchase the Property subject to the items to which Purchaser had objected, which shall be deemed Permitted Exceptions, and failure of Purchaser to provide any notice to Seller by the end of the Inspection Period shall be deemed an election under (ii) above. Any cure that Seller has agreed to pursuant to this Section 4.4.1 or Section 4.4.2 below shall become a condition precedent to Closing in favor of Purchaser and Seller shall use commercially reasonable efforts to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of by the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereofDate. If Seller elects such cure is not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to accomplished by the Closing (or any date to which the Closing has been adjourned)Date, Purchaser shall have the following options: either to (i) terminate this Agreement, or (ii) waive its objections to accept a conveyance of the items that Seller did not cure and agree to purchase the Property subject to the Permitted Exceptionsthose items, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection, Purchaser shall, on or before the expiration of the Inspection Period, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) abovePermitted Exceptions.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Title Objections; Cure of Title Objections. (i) Seller shall convey and transfer fee simple title to the Real Property at Closing to Purchaser in accordance with all the provisions of this Agreement and subject only to Permitted Exceptions. The "Permitted Exceptions" shall have until the Title Exam Deadline to notify Seller, in writing, consist of such objections as Purchaser may have to anything contained in only those title exceptions and survey items which are noted on the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the and Survey obtained by Purchaser and to which Purchaser does has not object objected prior to the Title Exam Deadline expiration of the Review Period. If Purchaser delivers notice to Seller identifying such objections, Seller, within ten (10) days of receipt of said notice, shall be deemed a Permitted Exception. In either (x) clear the event Purchaser shall notify Seller title of the defects and objections so specified or demonstrate to title or Purchaser's satisfaction its ability to matters shown on the Survey clear such defects prior to the Title Exam Deadlineor at Closing, or (y) notify Buyer in writing that it shall not clear such defect prior to or at Closing, in which case Purchaser may either terminate this Agreement by giving written notice of same to Seller shall have the right, but not the obligation, to cure such objections. Within three within ten (310) days after of Purchaser's receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s 's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written it does not give such notice thereof to Seller, and upon delivery of accept such notice of termination, matters as Permitted Exceptions. If Purchaser terminates this Agreement pursuant to this Section 3 on account of a title defect that would render title to the Property to be other than good, marketable and insurable as provided above, the Title Company, as Escrow Agent, shall terminate and immediately refund the Xxxxxxx Money shall be returned Deposit to PurchaserPurchaser together with all interest accrued thereon, and thereafter Seller shall reimburse Purchaser for Purchaser's costs and expenses actually incurred not to exceed $5,000 for the preparation of the Title Commitment and Survey, whereupon neither party hereto shall have any further rights, liabilities or obligations to each other or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreementhereunder. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection, Purchaser shall, on or before a Title Commitment exception arises between the expiration of the Inspection Period, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the ClosingReview Period and the Closing which could render title to the Real Property to be other than good, marketable and insurable as provided above (a "New Exception"), Purchaser shall have five (5) business days after it has been made aware of same within which to notify Seller in writing whether of any such New Exception to which it objects. Any such New Exception not objected to by Purchaser as aforesaid shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) abovebecome a Permitted Exception.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three two (32) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three two (32) business day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same (so that they no longer burden the Property) and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty fifteen (3015) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure (so that they no longer burden the Property) prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof; Purchaser shall, on or before the expiration of the Inspection Periodwithin one (1) business day after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause within said one (i1) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond business day period shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline expiration of the Inspection Period to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline end of the Inspection Period shall be deemed a Permitted Exception. In the event If Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadlineexpiration of the Inspection Period, Seller shall have the right, but not the obligationobligation (except as to Monetary Objections (as defined in this Section 2.3 below)), to cure such objections. Within three five (35) days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until five (5) business days prior to the date of Closing Date to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereofsame. If Seller elects not to cure any objections specified in Purchaser’s noticenotice (other than the Monetary Objections), or if Seller is unable to effect a cure five (5) business days prior to the Closing (or any date to which the Closing has been adjourned)Date, Purchaser shall have the following options: (ia) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to curecure (other than the Monetary Objections), and without reduction of the Purchase Price; or (iib) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Exxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objectionobjection (other than the Monetary Objections), Purchaser shallor if, on or before the expiration of the Inspection Period, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting having commenced attempts to cure such any objection, Seller later notifies Purchaser that Seller will shall be unable to effect a cure thereofthereof (other than the Monetary Obligations), Purchaser shall, on or before the date of the Closingwithin five (5) business days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.whether
Appears in 1 contract
Samples: Purchase and Sale Agreement (Nuveen Global Cities REIT, Inc.)
Title Objections; Cure of Title Objections. Purchaser shall have until the date (the "Title Exam Deadline Deadline"), which is ten (10) days prior to the expiration of the Inspection Period (as defined in Section 3.1 below) (and, with respect to any Title Update, five (5) days after receipt of such Title Update) to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment Report or the Survey. Any item contained in the Title Commitment Report, Title Update or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline (or, with respect to any Title Update prior to the end of the applicable 5-day period) shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller Seller, in writing, of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three ten (310) days after receipt of Purchaser’s 's notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any or all of such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 3.3 hereof, Seller shall have until the date of Outside Closing Date to attempt to remove, satisfy or cure the same and for this purpose Seller shall shall, at Seller's election, be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty sixty (3060) days after the date for Outside Closing set forth in Section 4.1 hereofDate. If Seller elects not to cure any objections specified in Purchaser’s 's notice, or if Seller is unable to effect a cure of those objections which it elected to cure prior to the Closing (or any date to which the Closing has been adjourned)) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser's notice within said ten (10) day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection or fails to respond to Purchaser's notice within said ten (10) day period; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will be unable to effect a cure thereof; Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s 's failure to so respond notify Seller of termination of this Agreement within such 5-day period shall be deemed to be Purchaser’s an irrevocable election to accept the conveyance under clause (i) aboveto accept conveyance of the Property. If Notwithstanding any provision of this Agreement to the contrary, in no event shall Seller notifies Purchaser have any obligation to cure any title matter objected to by Purchaser, except that Seller shall cure be obligated to remove any mortgage or other security instrument encumbering title to the Real Property to which Seller is a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) aboveparty.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Maui Land & Pineapple Co Inc)
Title Objections; Cure of Title Objections. Purchaser Cornerstone shall have until the later to occur of (a) the expiration of the Inspection Period and (b) five (5) business days from Cornerstone's receipt of the Title Exam Deadline Commitment, instruments of record and the Survey (the "Title Date"), to notify SellerContributors, in writing, of such objections as Purchaser Cornerstone may have to anything contained in the Title Commitment or the SurveySurvey other than (i) real property taxes, not yet due and payable; (ii) local, state and federal laws, ordinances and regulations, including, without limitations, building and zoning laws, ordinances and regulations now or hereafter in effect relating to the Property (provided nothing herein shall prevent Cornerstone from objecting to any violations thereof prior to the expiration of the Inspection Period); (iii) right of tenants under leases, (iv) the liens of the Existing Loans and (v) acts of the Operating Partnership and parties acting by or through the Operating Partnership all of which shall be deemed "Permitted Exceptions" hereunder. Any In addition to the Permitted Exceptions listed in clauses (i) through (v), any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser Cornerstone does not object prior to by the Title Exam Deadline Date or during the period described in Section 3.5 shall be deemed a Permitted Exception. In the event Purchaser Cornerstone shall notify Seller Contributors of objections to title or to matters shown on the Survey on or prior to the Title Exam DeadlineDate in accordance with the foregoing, Seller Contributors shall have the right, but not the obligation, to cure such objectionsobjections (which cure may be effected either by the removal, satisfaction or cure of same or, with the consent of Cornerstone (which consent shall not be unreasonably withheld), by causing the Title Company to issue an endorsement insuring over loss from the existence of such defect). Within three ten (310) days after receipt of Purchaser’s Cornerstone's notice of objections, Seller Contributors shall notify Purchaser Cornerstone in writing whether Seller elects Contributors elect to attempt to so cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects Contributors elect to attempt to cure, and provided that Purchaser Cornerstone shall not have terminated this Agreement in accordance with Section 3.2 4.2 hereof, Seller Contributors shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller Contributors shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty sixty (3060) days after the date for Closing set forth in Section 4.1 5.1 hereof. If Seller elects Contributors elect not to cure any objections specified in Purchaser’s Cornerstone's notice, or if Seller is Contributors are unable to effect a cure prior to the Closing (or any date to which the Closing has been adjournedadjourned in accordance with this Section 3.3), Purchaser Cornerstone shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser Cornerstone which Seller is Contributors are unwilling or unable to cure, and without reduction of in the Purchase Priceconsideration to be received by Contributors; or (ii) to terminate this Agreement by sending written notice thereof to SellerContributors, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to PurchaserCornerstone, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser Contributors notify Cornerstone that Seller does Contributors do not intend to attempt to cure any title objection; or if, Purchaser having commenced attempts to cure any objection, Contributors later notify Cornerstone that Contributors will be unable to effect a cure thereof; Cornerstone shall, on or before the expiration of the Inspection Periodwithin five (5) business days after such notice has been given, notify Seller Contributors in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Samples: Contribution Agreement (Cornerstone Properties Inc)
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline expiration of the Inspection Period to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the SurveySurveys. Any item contained in the Title Commitment or any matter shown on the Survey Surveys to which Purchaser does not object prior to during the Title Exam Deadline Inspection Period shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey Surveys prior to the Title Exam Deadlineexpiration of the Inspection Period, Seller shall have the right, but not the obligation, to cure such objections. Within three ten (310) days after receipt of Purchaser’s 's notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty sixty (3060) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s 's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property Properties subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaserterminate, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection (or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof) Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in disclosed by the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event If Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three ten (310) days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three ten (310) day period shall be deemed to be Seller’s election not to attempt to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose same. Seller shall not be entitled obligated to a reasonable adjournment of the Closing if additional time is requiredexpend any sums, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereofcommence any suits or take any other action to effect such cure or removal. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing after Seller notified Purchaser that it would cure such objection (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies (or is deemed to have notified) Purchaser that Seller does not intend to attempt to cure any title objection; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof; Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond notify Seller within said five (5) day period shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Notwithstanding anything to the contrary contained herein, Seller shall cure a title objection be unconditionally obligated to take all steps; spend all necessary funds; institute and after attempting prosecute any action or proceeding; and otherwise take any and all steps and measures to cure such objectionor remove the following title defects (the “Mandatory Cure Items”), Seller later notifies whether described in the Title Commitment, or first arising or first disclosed by the Title Company (or otherwise) to Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before after the date of the ClosingTitle Commitment, notify Seller and whether or not raised in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure notice of title objection: (a) liens securing a mortgage, deed of trust or trust deed; (b) any lien, encumbrance, covenant, easement or restriction arising as a result of, due to, or because of, any willful or intentional act or omission of any or all of Seller, its members, partners or shareholders and the officers, directors, employees, agents or duly authorized managing agent of any or all of Seller, its members, partners or shareholders (collectively “Seller Parties”), which act or omission occurs after the Effective Date; (c) judgment liens against any or all of Seller and the Seller Parties; tax liens; and broker’s liens; and (d) any mechanics liens, up to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause maximum aggregate amount of Thirty Thousand Dollars (i$30,000,) abovethat are based upon a written agreement between either (x) the claimant (a “Contract Claimant”) and any or all of Seller and the Seller Parties, or (y) the Contract Claimant and any other contractor, supplier or materialman with which any or all of Seller and the Seller Parties has a written agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Xiii L P)
Title Objections; Cure of Title Objections. Purchaser Buyer shall have until the expiration of the Title Exam Deadline Period to notify Seller, in writing, of such objections as Purchaser Buyer may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser Buyer does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event Purchaser Buyer shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to undertake any action or incur any expense in order to effectuate any such removal, correction, cure or satisfaction of such objections. Within three ten (310) days after receipt of Purchaser’s Buyer's notice of objections, Seller shall notify Purchaser Buyer in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser Buyer shall not have terminated this Agreement in accordance with Section 3.2 hereof3.2, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty sixty (3060) days after the date for Closing set forth in Section 4.1 hereof4.1. If Seller elects not to cure any objections specified in Purchaser’s Buyer's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser Buyer shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser Buyer which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money Deposit shall be returned to PurchaserBuyer, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser Buyer that Seller does not intend to attempt to cure any title objection; or if, Purchaser having commenced attempts to cure any objection, Seller later notifies Buyer that Seller will be unable to effect a cure thereof, Buyer shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser Buyer shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) aboveSection 2.3.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cri Hotel Income Partners L P)
Title Objections; Cure of Title Objections. Purchaser shall have until forty (40) days after the Effective Date (the “Title Exam Deadline Objection Deadline”) to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey, other than the Permitted Exceptions described in clauses (a) through (d) of Section 2.4, which objections shall be made in one notice. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior on or before the Title Objection Deadline (or if Purchaser elects not to obtain an update to the Title Exam Deadline Existing Survey, all matters not shown on the Existing Survey that would be shown by an accurate, current survey of the Real Property) shall also be deemed a “Permitted Exception”. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to on or before the Title Exam Objection Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three On or before the date that is five (35) days Business Days after receipt of Purchaser’s notice of objectionswritten objections to the Title Commitment and the Survey, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. objections (and Seller’s failure to respond within said three (3) day period provide such a notice shall be deemed to be Seller’s an election by Seller not to cure any such objectionsobjection). If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing use commercially reasonable efforts to attempt to remove, satisfy or cure the same and for (provided that, if such objections are not removed, Purchaser can accept or reject such other satisfaction or cure in Purchaser’s sole discretion). For this purpose each of Seller and Purchaser shall be entitled to a reasonable adjournment extension of the Closing if additional time is required, but in no event shall the adjournment exceed extension extend for more than thirty (30) days after in the date for aggregate beyond the initial Closing set forth in Section 4.1 hereofDate. If Seller elects (or is deemed to have elected) not to cure any valid objections specified in Purchaser’s notice, or if Seller fails or is unable to effect a removal, satisfaction or cure prior to the Closing (or any date to which the Closing has had been adjournedextended), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to satisfy or cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Initial Xxxxxxx Money (and to the extent paid by Purchaser and received by Escrow Agent, the Additional Xxxxxxx Money) shall be immediately returned to PurchaserPurchaser in accordance with Section 1.6 of this Agreement, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection, or if Seller is deemed to have elected not to cure any title objections, or if Seller notifies Purchaser of Seller’s intent to cure any objection and Seller later notifies Purchaser that Seller has failed or will be unable to effect a cure thereof, Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) Business Days after receiving Seller’s notice, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) above or to terminate this Agreement under clause (ii). ) above (with Purchaser’s failure to so respond shall be provide such a notice deemed to be Purchaser’s an election to accept the conveyance under clause (i) above. If Seller notifies by Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond ) above, in which event Purchaser shall be deemed to be Purchaser’s election to accept have given the conveyance under written notice provided for in clause (iii) above). Notwithstanding anything contained herein to the contrary, Seller shall be obligated at the Closing to release (a) all mortgages, security interests or deeds of trust of Seller (regardless of whether Purchaser objects to such item) and (b) all monetary liens and encumbrances arising by, through or under Seller recorded against the Property, which monetary liens and encumbrances shall be deemed discharged by the compliance by Seller with any statutory bonding procedure that has the legal effect of removing the item as a lien on the Real Property, and if Seller fails to satisfy any such monetary lien or encumbrance, Purchaser may elect to proceed with the Closing and deduct the amount thereof from the Purchase Price and cause such monetary lien or encumbrance to be satisfied with such deducted amounts.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Digital Realty Trust, Inc.)
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections; provided, however, that Seller shall be obligated to cause to be removed, at or prior to Closing, all mortgage liens, mechanics liens, judgment liens and delinquent taxes which are caused or created by or through Seller (collectively, “Monetary Liens”), regardless of whether Purchaser has objected to any such encumbrances. Within three five (35) days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three five (35) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereofsame. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof failing to Sellersend Purchaser’s Approval Notice (defined below), and upon delivery such failure to deliver of such notice of terminationPurchaser’s Approval Notice, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; or if, having exercised commercially reasonable efforts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof; Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii); provided that if Seller has elected to cure an objection (including in connection with Remedial Action recommended under the Phase II, each as defined below) but fails to timely do so and Purchaser terminates the Agreement pursuant to clause (ii) above, in addition to the return of the Xxxxxxx Money, Purchaser shall be entitled to reimbursement from Seller of Purchaser’s documented out-of-pocket third party transaction costs which were incurred following the date that Seller notified Purchaser of its election to cure such uncured exception, if any, in an amount not to exceed Twenty-Five Thousand and NO/100 Dollars ($25,000.00). Purchaser’s failure to so respond within said five (5) day period shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Rexford Industrial Realty, Inc.)
Title Objections; Cure of Title Objections. Purchaser shall have until 5:00 p.m. (local time at the Property) on the last day of the Title Exam Deadline Examination Period (the “Title Objection Deadline”) to notify Seller, in writing, Seller of such objections (“Title Objections”) as Purchaser may have to anything contained in the Title Commitment or the Survey, other than the Permitted Exceptions described in clauses (a) through (d) of Section 2.4. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to on or before the Title Exam Objection Deadline shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to on or before the Title Exam Objection Deadline, Seller shall use reasonable diligence to attempt to cure such objections, and shall have until the rightthirtieth (30th ) day after receipt of notice from Purchaser of Title Objection to do so and, but if required, the Closing Date hereinafter provided shall be extended to the end of said thirty (30) day period. Except for the satisfaction or removal of liens which may be satisfied by payment of liquidated amounts, Seller shall not be obligated to expend more than $20,000.00 in the obligationaggregate, including reasonable attorney’s fees, nor to initiate any actions in the attempt to cure such objections. Within three (3) days after receipt If Purchaser shall notify Seller of Purchaser’s notice of objectionsany Title Objection or Objections prior to the Title Objection Deadline, Seller shall notify Purchaser in writing whether Seller elects shall, with reasonable diligence, subject to the above stated limitations, proceed to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned)Closing, Purchaser shall have the following options: (ia) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cureremains uncured, and without reduction of the Purchase Price; or (iib) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Notwithstanding anything contained herein to the contrary, Seller notifies Purchaser that shall be obligated at Closing to fully discharge or bond off all mortgages of Seller does not intend to attempt to cure and all monetary liens against the Property or any title objectionpart thereof, Purchaser shall(except the GE Mortgage, on or before the expiration if assumed by Purchaser), regardless of the Inspection Period, notify Seller in writing whether Purchaser shall elect objects to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to same, and Closing proceeds may be so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) aboveapplied.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Parlux Fragrances Inc)
Title Objections; Cure of Title Objections. Purchaser shall have until the date (the “Title Exam Deadline Deadline”), which is five (5) business days prior to the expiration of the Inspection Period to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment Report, the Surveys or the Surveyany Updated Surveys, if any. Any item contained in the Title Commitment Report or any matter shown on the Survey Surveys or on any Updated Surveys (if any) to which Purchaser does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event If Purchaser shall notify Seller of objections to title or to matters shown on the Survey Surveys or the Updated Surveys prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three two (32) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three two (32) business day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same by causing such objection to be removed as an exception to and the Title Report or endorsed around (provided, that, if Seller agrees to cure such matter through title insurance or an endorsement to the Title Policy (as hereinafter defined), then Purchaser shall approve or disapprove the form of such insurance or endorsement in its reasonable discretion) and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property Properties subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money (less the Independent Consideration which shall be paid to Seller) shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof; Purchaser shall, on or before the expiration of the Inspection Periodwithin three (3) business days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond within said three (3) business day period shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objectionNotwithstanding the foregoing, Seller later notifies agrees to cause the removal of (a) all mortgages, deeds of trust or other security instruments encumbering all or any portion of the Properties (other than the lien of the 12907 Loan); (b) all mechanics’ or materialmen’s liens encumbering all or any portion of the Properties which are not the responsibility of the Tenant; (c) judgment liens payable by Seller; (d) tax liens (other than as provided in Section 2.4(b)); and (e) all exceptions to title and survey matters created by Seller on or after the Effective Date without Purchaser’s consent, none of which shall be deemed Permitted Exceptions. If the Title Report is updated after the Title Exam Deadline and such updated report contains any new exception or matter first disclosed in the Title Report after the effective date of the previous Title Report that is not acceptable to Purchaser that Seller will be unable to effect a cure thereof(“New Defects”), Purchaser shall, shall have the right to object to the New Defects through a written notice of objection delivered to Seller within two (2) business days after Purchaser’s receipt of the updated Title Report but in any event on or before the date then scheduled Closing Date. If Purchaser fails to issue a notice of objection with respect to New Defects by or before the expiration of the Closingaforementioned two (2) business day period, notify Seller in writing whether then Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to have approved said New Defects, which New Defects shall thereafter be Purchaser’s election Permitted Exceptions. If Purchaser delivers a written notice of objection to accept New Defects within the conveyance under clause (i) abovetime and manner required herein, then Seller and Purchaser shall follow the same process and have the same rights set forth applicable to a notice of objection to the Title Report issued before the Title Exam Deadline, and the applicable Closing Date shall be extended as reasonably necessary to accommodate that process.
Appears in 1 contract
Samples: Agreement of Purchase and Sale and Joint Escrow Instructions (Rexford Industrial Realty, Inc.)
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline to notify Seller, in writing, of such objections as Purchaser may have to anything contained any matter disclosed in the Title Commitment or the Survey. Any Other than the Monetary Exceptions (defined below) and subject to Section 2.4 below, any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three five (35) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three five (35) business day period shall be deemed to be Seller’s election not to cure any such objections. If Seller timely elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty forty-five (3045) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Exxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) business days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond within said five (5) business day period shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Notwithstanding anything to the contrary herein contained, and whether or not objected to by Purchaser as set forth above, Seller notifies Purchaser covenants and agrees that at or prior to Closing, Seller shall cure a cause the following (the “Monetary Exceptions”) to be removed from title objection or cause the Title Company to insure against the following: (a) pay in full and after attempting cause to cure such objectionbe canceled and discharged or otherwise discharge or cause the Title Company to insure over, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on whether by bond or before the date indemnity of the ClosingTitle Company by Seller, notify as liens against the Property all mechanics’, materialmen’s and contractors’ liens which encumber the Property as a result of the actions of Seller or its agents or contractors, any and all judgment liens against Seller and other monetary liens, (b) pay in writing whether Purchaser full and cause to be released all mortgages or other collateral financing interests against the Property caused by, through or under Seller, and (c) pay in full all past due ad valorem taxes and assessments constituting a lien against the Property. In no event shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall any Monetary Exception be deemed to be Purchaser’s election to accept the conveyance under clause (i) abovea Permitted Exception.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Procaccianti Hotel Reit, Inc.)
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline expiration of the Inspection Period to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or anything shown on the SurveySurvey ("Objection," and, collectively, "Objections"). Any item matters contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to specify an Objection during the Title Exam Deadline Inspection Period shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadlineexpiration of the Inspection Period of any Objections, Seller shall have the right, but not the obligation, to cure such objectionsObjections at Seller's sole expense; provided that Seller shall cure (i) any consensual liens, such as mortgage liens, to which the Property was subject when conveyed to Seller, (ii) any consensual liens created by Seller, such as mortgage liens, and (iii) other liens, not in excess of $200,000 in the aggregate for all of the Related Transactions (as defined in Section 10.19, below), which can be cured by the payment of a fixed sum of money, such as judgment liens or mechanics liens. Within three ten (310) days after receipt of Purchaser’s 's notice of objectionsObjections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objectionsObjections ("Seller's Response"). Seller’s failure to respond within said three (3) day period Seller shall be deemed to be have given Seller’s election not 's Response to Purchaser on the tenth day after receipt of Purchaser's notice of Objections that Seller refuses to cure any such objectionsObjection as to which Seller has not affirmatively notified Purchaser in writing of Seller's election or refusal to cure any Objection(s). If Seller elects to attempt to curecure any Objections, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt use reasonable commercial efforts to remove, satisfy or cure the same prior to or at the date of Closing to the reasonable satisfaction of Purchaser, and Seller may, with the prior written consent of Purchaser (which consent may be withheld at Purchaser's sole discretion), adjourn the Closing for this purpose Seller shall be entitled to a reasonable adjournment period of time, not to exceed sixty (60) days, to effect the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereofsame. If Seller elects or is deemed to have elected not to cure any objections Objections specified in Purchaser’s 's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser Objection(s) which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending delivering written notice thereof to Seller within five (5) business days after receipt of Seller's Response or after Seller is deemed to have given Seller's Response, and upon timely delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser ; provided, however, that if Seller does not intend cure prior to attempt Closing (x) any of the liens described in clauses (i), (ii) and (iii) of the second sentence of this Section 2.3 or (y) liens of the type described in clause (iii) in excess of $200,000 in the aggregate for all of the Related Transactions and if by reason of such failure to cure any title objectionPurchaser elects to terminate this Agreement, Seller separately shall pay Purchaser shall, on an additional amount equal to the lesser of Twenty Thousand Dollars ($20,000) or before the expiration cost of the Inspection Periodout-of-pocket costs incurred by Purchaser for the Survey, notify Seller in writing whether its environmental report and its engineering report respecting the Property. If Purchaser shall elect fails to accept the conveyance make a timely election under clause clauses (i) or (ii) of the preceding sentence, Purchaser shall be deemed to terminate this Agreement have elected to proceed under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Title Objections; Cure of Title Objections. Purchaser Transferee shall have until from the Effective Date and ending at 5:00 p.m. (local time at the Property) on the last day of the Investigation Period (a) to review the status of title to the Property, including the exceptions to title and including any unrecorded encumbrances on realty affecting the Property, the terms and conditions of the Title Exam Deadline Commitment, and any endorsements or modifications required by Transferee with respect to notify Sellerthe same, all of which must be satisfactory to Transferee in writingits discretion, of such objections as Purchaser may have and (b) to anything contained in cause the Title Commitment or Company to prepare a proforma title insurance policy (the Survey“Pro Forma Policy”) covering the Property, with endorsements, all of which must be satisfactory to Transferee in its discretion. Any item If Transferee shall be dissatisfied with the status of title to the Property in any manner, including any matter contained in the Title Commitment or any matter item shown as an exception on the Survey to which Purchaser does not object Pro Forma Policy, Transferee instead may, prior to the Title Exam Deadline end of the Investigation Period, elect to terminate this Agreement. Any item shown as an exception on the Pro Forma Policy to which Transferee does not so object shall constitute a “Permitted Exception” subject to which the Property shall be deemed a Permitted Exceptionconveyed. In the event Purchaser Transferee shall notify Seller Owner of objections to title any matter contained in the Title Commitment or to matters any item shown as an exception on the Survey prior to the Title Exam DeadlinePro Forma Policy, Seller Owner shall have the right, but not the obligation, to cure such objections. Within three within five (35) days after receipt of PurchaserTransferee’s notice of objections, Seller shall and at Owner’s cost, to notify Purchaser Transferee in writing whether Seller elects of Owner’s agreement to attempt cause a cure of such objections prior to Closing , in which event Owner shall, upon giving such notice, be reasonably obligated under this Agreement to cause such cure prior to Closing and to furnish Transferee with written evidence of such objections. Sellercure prior to Closing (including, if so specified by Transferee, recorded releases and discharges of objectionable exceptions and including in any event the Title Company’s failure written acceptance (by endorsement or otherwise) of all modifications to respond within said three (3the Pro Forma Policy required to reflect such release and discharges) day period shall be deemed satisfactory to be Seller’s election not to cure any such objectionsTransferee in its discretion. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller Transferee shall have until objected to the date status of Closing title to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment Property by the end of the Closing if additional time is requiredInvestigation Period but, but in no event shall the adjournment exceed thirty within five (305) days after the date for Closing set forth end of the Investigation Period, Owner shall not have notified Transferee in Section 4.1 hereof. If Seller elects not writing of Owner’s agreement to cure any such objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to Closing to the Closing (or any date to which the Closing has been adjourned)satisfaction of Transferee, Purchaser then Transferee shall have the following options: (i) to accept accept, by written notice to Owner and the Escrow Agent prior to the end of the Investigation Period, a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter item shown in the Pro Forma Policy objected to by Purchaser Transferee which Seller Owner is unwilling or unable to cure, and without reduction of the Purchase Acquisition Price; or (ii) to terminate this Agreement. If Transferee fails to timely deliver notice of election of one of the options in the preceding sentence prior to the end of the Investigation Period, Transferee will be deemed to have elected to terminate this Agreement. If Transferee shall require endorsements to be added or the Pro Forma Policy to be otherwise modified as a condition to Transferee’s approval and further if the Title Company shall agree in writing to the same, whether at the end of the Investigation Period or, if applicable, following Transferee’s objections and Owner’s cure of such objections as set forth in this Section 9.5, then the Pro Forma Policy as so endorsed and modified shall constitute the “Revised Pro Forma Policy”. Notwithstanding anything herein or elsewhere to the contrary, Owner shall in any event be obligated to (i) execute and deliver to the Title Company at Closing an Owner’s Affidavit in the form mutually acceptable to Owner and Title Company (which Owner’s Affidavit shall be among the documents required under Section 12.1 to be delivered by Owner at Closing); and (ii) cure and cause to be discharged of record and removed (via endorsement of the Title Commitment) from the Pro Forma Policy or, if endorsed and modified as set forth in this Section 9.5, the Revised Pro Forma Policy at or prior to Closing (without any requirement that Transferee object thereto) all references to claims arising out of rights customarily and traditionally exercised for subsistence, cultural, religious, access or gathering purposes, as provided for in the Hawaii Constitution or the Hawaii Revised Statutes, all monetary liens (including all mortgages or deed of trust liens or security interests or mechanic’s liens or tax liens, other than the lien for ad valorem real property taxes and assessments not due and payable as of the date of Closing relating to the Property), and any other lien, lease, license, easement, restriction, covenant or any other encumbrance that (A) arises pursuant to an instrument signed by Owner, and (B) becomes an exception to or otherwise encumbers title after the effective date of the Title Commitment but prior to Closing (an “Owner Post-Commitment Encumbrance”) unless expressly permitted under this Agreement or unless otherwise expressly approved in writing by Transferee. In the event that any defect, lien, encumbrance, adverse claim or any other matter, including any claim of easement not shown by the public records, or any encroachments, encumbrances or matters of fact that would be shown by an accurate survey but that are not shown on the Existing Survey, becomes an exception to title after the effective date of the Title Commitment but prior to Closing, other than the Owner Post-Commitment Encumbrances, if any, which Owner Post-Commitment Encumbrances Owner shall be required to discharge and release prior to Closing under the provisions of the preceding grammatical paragraph (a “Post-Commitment Encumbrance”), Transferee may, at any time prior to Closing, notify Owner in writing of its objection to such Post-Commitment Encumbrance. In the event Transferee shall notify Owner of objections to any Post-Commitment Encumbrance, Owner shall have the right, but not the obligation, within five (5) days after receipt of Transferee’s objections (but not later than the date of Closing), and at Owner’s cost, to notify Transferee in writing of Owner’s agreement to reasonably attempt to cure such objections as soon as reasonably practicable and in any event no later than the date three (3) days prior to Closing (the “Cure Deadline”) to the specifications identified by Transferee in such notification of objections, in which event Owner shall, upon giving such notice, be obligated to use commercially reasonable efforts to effect such cure prior to the Cure Deadline and to furnish Transferee with written evidence of such cure prior to the Cure Deadline (including, if so specified by Transferee, recorded releases and discharges of objectionable exceptions and including in any event the Title Company’s written acceptance (by endorsement or otherwise) of all modifications to the Pro Forma Policy (or, if applicable, Revised Pro Forma Policy) required to reflect such release and discharges) reasonably satisfactory to Transferee in its discretion. If Transferee shall have objected to any such Post-Commitment Encumbrance but either (y) Owner shall not have timely notified Transferee in writing of Owner’s agreement to attempt to cure such objections prior to the Cure Deadline (or prior to Closing, if a Post-Commitment Encumbrance shall become an exception to title after the Cure Deadline but prior to Closing) to the satisfaction of Transferee, or (z) Owner shall have notified Transferee in writing of Owner’s agreement to attempt to cure such objections prior to the Cure Deadline (or prior to Closing, if a Post-Commitment Encumbrance shall become an exception to title after the Cure Deadline but prior to Closing) to the satisfaction of Transferee, but Owner shall have failed to cure such objection prior to the Cure Deadline (or prior to Closing, if a Post-Commitment Encumbrance shall become an exception to title after the Cure Deadline but prior to Closing) to the satisfaction of Transferee, then Transferee shall have the following options: (i) to accept, by written notice to Owner and the Escrow Agent prior to the date of Closing (or on the date of Closing in connection with Post-Commitment Encumbrances arising subsequent to the Cure Deadline), a conveyance of the Property, subject to such Post-Commitment Encumbrance (in which event, such Post-Commitment Encumbrance shall constitute a Permitted Exception), and without reduction of the Acquisition Price; or (ii) to terminate this Agreement by sending written notice thereof prior to Seller, and upon delivery the date of such Closing (or on the date of Closing in connection with Post-Commitment Encumbrances arising subsequent to the Cure Deadline). If Transferee fails to timely deliver notice of terminationelection of one of the options in the preceding sentence prior to the date of Closing (or on the date of Closing in connection with Post-Commitment Encumbrances arising subsequent to the Cure Deadline), Transferee will be deemed to have elected to terminate this Agreement. If Transferee shall require endorsements to be added or the Pro Forma Policy and/or Revised Pro Forma Policy to be otherwise modified as a condition to Transferee’s approval and further if the Title Company shall agree in writing to the same, prior to Closing, then the Pro Forma Policy and/or Revised Pro Forma Policy, as applicable, as so endorsed and modified shall constitute the Revised Pro Forma Policy. If this Agreement shall terminate and be terminated as set forth in this Section 9.5, upon such termination the Xxxxxxx Money shall be returned to PurchaserTransferee and the escrow fees of the Escrow Agent shall be paid 50-50 by the parties (which obligations shall survive the termination of this Agreement), and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection, Purchaser shall, on or before the expiration of the Inspection Period, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Samples: Acquisition Agreement (Royal Hawaiian Orchards, L.P.)
Title Objections; Cure of Title Objections. Purchaser shall have until the Title Exam Deadline to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in disclosed by the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event If Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three five (35) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three five (35) business day period shall be deemed to be Seller’s election not to attempt to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof. Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure or removal. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing after Seller notified Purchaser that it would cure such objection (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies (or is deemed to have notified) Purchaser that Seller does not intend to attempt to cure any title objection; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof; Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause within said five (i5) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond day period shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Viii Lp)
Title Objections; Cure of Title Objections. Purchaser shall have until fifteen (15) days prior to the expiration of the Due Diligence Period (the “Title Exam Deadline Objection Date”) to notify provide Notice to Seller, in writing, of such objections as Purchaser may have to anything any item contained in the Title Commitment and any matter shown on the Survey (or any update thereto received prior to the SurveyTitle Objection Date). Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline Objection Date shall be deemed a Permitted Exception. In the event Purchaser shall notify provides Notice to Seller of objections to title any items contained in the Title Commitment or to any matters shown on the Survey prior to the Title Exam DeadlineObjection Date, Seller shall have the right, but not the obligationobligation (except as otherwise provided below), to cure such objections. Within three five (35) days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing as to whether Seller elects to attempt to cure such objections. Seller’s Any failure by Seller to respond within said three five (35) day period days after receipt of Purchaser’s notice of objections shall be deemed to be Seller’s election not a refusal by Seller to cure any such objectionsobjections to which a response was not delivered. If Purchaser does not terminate this Agreement prior to the expiration of the Due Diligence Period pursuant to Section 2.3, all items contained in the Title Commitment or matters shown on the Survey, other than the Required Deletion Items and those items or matters with respect to which Purchaser has objected and Seller has affirmatively elected to cure, shall be deemed Permitted Exceptions. The Permitted Exceptions shall, inter alia, include (and Purchaser shall not be permitted to object to) any exceptions relating to liens for all real estate taxes and assessments, water rates, water meter charges, sewer rates, sewer charges and similar matters imposed by any governmental authority and not yet due and payable as of the Closing Date, including special assessments and special improvement district or local improvement district bonds, any and all present and future laws, ordinances, restrictions, requirements, resolutions, orders, rules and regulations of any governmental authority, as now or hereafter existing or enforced (including those related to zoning and land use), and any exceptions caused by Purchaser, its agents, representatives or employees. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 2.3 hereof, Seller shall have until the date of Closing Date to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereofDate. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing Date (or any date to which the Closing has been adjourned), ) then Purchaser shall have the following options: option, in its sole discretion, to (ia) to accept a conveyance of the Real Property subject to the Permitted Exceptions, specifically including Exceptions and any matter objected to by Purchaser which that Seller is unwilling or unable to cure, and without reduction of the Purchase Price; , or (iib) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money Deposit shall be returned to Purchaser. Following any termination of this Agreement in accordance with subsection (b) of the previous sentence, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. Except as provided in the next sentence, Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense to correct, discharge or otherwise remove title exceptions or defects with respect to any Property or to remove, remedy or comply with any other grounds for Purchaser’s refusing to approve title. Seller shall, however, be obligated to remove or discharge, or otherwise cause the Escrow Agent to omit as an exception to title or to insure against collection thereof from or against the Property, (y) any Existing Liens and (z) any liens and encumbrances created by through or under Seller after the Effective Date, that are not Permitted Exceptions (collectively, the “Required Deletion Items”). If, on the Closing Date, there are any Required Deletion Items, Seller may use any portion of its pro rata share of the Closing Payment to satisfy same, provided the Escrow Agent shall omit such lien or encumbrance as an exception to title. If Seller notifies Purchaser that Seller does shall fail to authorize the Escrow Agent to use the Closing Payment to satisfy a Required Deletion Item, and such Required Deletion Item therefore is not intend omitted as an exception to attempt to cure any title objectiontitle, Purchaser shall, on or before the expiration of the Inspection Period, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s such failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection default by Seller, and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept have the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) aboveremedies set forth in Section 11.2.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Healthcare Properties, Inc.)
Title Objections; Cure of Title Objections. Purchaser shall have until May 27, 2005 (the “Title Exam Deadline Deadline”) to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in disclosed by the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event If Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three (3) days after receipt of Purchaser’s notice of objectionsOn or before June 6, 2005, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure all such objections. Seller’s failure to respond within said three (3) day period on or before June 6, 2005 shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to curecure all such objections, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same at its sole cost and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereofexpense. If Seller elects not to cure any and all objections specified in Purchaser’s notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies (or is deemed to have notified) Purchaser that Seller does not intend to attempt to cure any and all title objection, objections; Purchaser shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond notify Seller within said five (5) day period shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Iii L P)
Title Objections; Cure of Title Objections. Purchaser shall have until five (5) Business Days after the later of (i) receipt of the Survey and (ii) the Effective Date (the “Title Exam Deadline Deadline”) to notify Seller, in writing, writing (the “Title Objection”) of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey. Any item contained in disclosed by the Title Commitment or any matter shown on the Survey to which Purchaser does not object prior to set forth in the Title Exam Deadline Objection shall be deemed a Permitted Exception. In the event If Purchaser shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three two (32) days Business Days after receipt of Purchaser’s notice of objectionsthe Title Objection, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond so notify Purchaser within said three two (32) day Business Day period shall be deemed to be Seller’s election not to attempt to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until five (5) Business Days from the date of Closing the Title Objection (the “Cure Deadline”) to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is requiredClosing. Seller shall not be obligated to expend any sums, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereofcommence any suits or take any other action to effect such cure or removal. If Seller elects not to cure any objections specified in Purchaser’s noticethe Title Objection, or if Seller is unable to effect a cure prior to the Closing Cure Deadline, after Seller notified Purchaser that it would cure such objection (or including any date to which the Closing has been adjournedCure Deadline may be mutually extended), Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser included in the Title Objection which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies (or is deemed to have If the Commitment is amended or supplemented after Purchaser that Seller does not intend has submitted the Title Objection to attempt Seller, the same time periods, procedures, notices of objections, and cure of title as apply under this Section 2.3 to cure the original Title Objection shall also apply to new matters disclosed by any title objection, Purchaser shall, on such Commitment amendment or before the expiration supplement effective as of the Inspection Perioddate of delivery to Purchaser of such amendment or supplement and, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objectionif applicable, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond Closing shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) aboveextended accordingly.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Ix Lp)
Title Objections; Cure of Title Objections. Purchaser Buyer shall have until the expiration of the Title Exam Deadline Period to notify Seller, in writing, of such objections as Purchaser Buyer may have to anything contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which Purchaser Buyer does not object prior to the Title Exam Deadline shall be deemed a Permitted Exception. In the event Purchaser Buyer shall notify Seller of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within three fifteen (315) days after receipt of Purchaser’s Buyer's notice of objections, Seller shall notify Purchaser Buyer in writing whether Seller elects to attempt to cure such objections. Seller’s failure to respond within said three (3) day period shall be deemed to be Seller’s election not to cure any such objections. If Seller elects to attempt to cure, and provided that Purchaser Buyer shall not have terminated this Agreement in accordance with Section 3.2 hereof3.2, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty sixty (3060) days after the date for Closing set forth in Section 4.1 hereof4.1. If Seller elects not to cure any objections specified in Purchaser’s Buyer's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser Buyer shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser Buyer which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money Deposit shall be returned to PurchaserBuyer, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser Buyer that Seller does not intend to attempt to cure any title objection; or if, Purchaser having commenced attempts to cure any objection, Seller later notifies Buyer that Seller will be unable to effect a cure thereof, Buyer shall, on or before the expiration of the Inspection Periodwithin five (5) days after such notice has been given, notify Seller in writing whether Purchaser Buyer shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) above. If Seller notifies Purchaser that Seller shall cure a title objection and after attempting to cure such objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, on or before the date of the Closing, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to so respond shall be deemed to be Purchaser’s election to accept the conveyance under clause (i) aboveSection 2.3.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cri Hotel Income Partners L P)
