Title Review Sample Clauses

Title Review. (a) On or after the Effective Date, Purchaser may order (i) a title commitment (the “Title Commitment”) from Land Services USA, Inc., as agent for (x) First American Title Insurance Company, (y) such other nationally recognized title insurance company mutually acceptable to Seller and Purchaser or (z) an alternate title insurance company (or alternate office) selected by Seller pursuant to Section 2.2(c) (the “Title Company”), together with complete and legible copies of all instruments and documents referred to therein as exceptions to title, and (ii) a survey of the Property from a reputable surveyor or surveying firm reasonably acceptable to the Title Company (the “Survey”) reflecting the total area of the Property, the location of all improvements, recorded easements and encroachments, if any, located thereon and all building and set back lines and plottable matters of record with respect thereto. (b) Prior to the Expiration of the Due Diligence Period, Purchaser shall deliver written notice to Seller of any title matters, other than Permitted Exceptions, identified in the Title Commitment or shown on the Survey (or any supplements or updates thereto) which Purchaser finds objectionable (“Title Objections”). Seller shall have 5 Business Days from its receipt of such title objection notice from Purchaser to notify Purchaser whether Seller commits to cause such Title Objections to be removed from the land records or insured over (and with any such matters proposed to be insured over by the Title Company) at Closing, provided, however that Seller shall be obligated to remove or cause the removal from the land records of all Monetary Liens at or prior to Closing. Any matters set forth in the Title Commitment or Survey and not so objected to by Purchaser (other than Monetary Liens) shall be deemed to be Permitted Exceptions. If, for any reason, Seller is unable or unwilling to take such actions as may be required to remedy or remove from the land records any Title Objections (other than Monetary Liens) objected to by Purchaser, Seller shall give Purchaser notice thereof, it being understood and agreed that the failure of Seller to give such notice within 5 Business Days after receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy any such matters. If Seller shall be unable or unwilling to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objected, Purchaser may elect either (i) to termi...

Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller shall have no obligation to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such monetary liens; provided, however, if a judgment lien, lis pendens, mechanic's lien or lien claim, or other encumbrance is filed against the Property without Seller's consent, then, at Seller's option, Seller shall have a reasonable period of time, not to exceed thirty (30) days from the date Seller first has actual knowledge of the filing, within which to dispute and/or "bond around" said lien or lien claim in accordance with applicable law and otherwise in a manner sufficient for the Title Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requested, such consent shall not be unreasonably withheld or delayed). The term "Permitted Exceptions" shall mean: the specific exceptions in the Title Commitment, as of the effective date of the Title Commitment, that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Review Period (except to the extent the same are to be modified pursuant to the terms hereof) and that Seller is not required to remove as provided above; matters created by, through or under Purchaser; items shown on the Survey as of the date of the Survey which have not been removed as of the end of the Inspection Period; real estate taxes not yet due and payable; rights of tenants, as tenants only, under the Leases; rights of tenants or licensees under License Agreements; and any licensees under any Service Contracts not terminated as of Closing.

Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of unmerchantability of title or of any other unsatisfactory title condition shown by the Title Documents shall be signed by or on behalf of Buyer and given to Seller on or before Title Objection Deadline (§ 2c), or within five (5) calendar days after receipt by Buyer of any Title Document(s) or endorsement(s) adding new Exception(s) to the title commitment together with a copy of the Title Document adding new Exception(s) to title. If Seller does not receive Buyer’s notice by the date(s) specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory.

Title Review. Administrative Agent or its counsel shall have completed a review of title regarding that portion of the Borrowing Base Properties which results in evidence of title satisfactory to Administrative Agent and its counsel covering not less than the Required Reserve Value of all Borrowing Base Properties, and such review shall not have revealed any condition or circumstance which would reflect that the representations and warranties contained in Section 7.8 and Section 7.9 are inaccurate in any respect.

Title Review. All title encumbrances or exceptions which are referred to or listed in Schedule B of the Title Commitment, or are shown on the Survey, and to which Purchaser does not object in a written notice given to Seller on or before the period of time (the "Objection Period") expiring fifteen (15) days after the date on which Purchaser has received the last to be received of the Title Commitment, the Exception Documents and the Survey, shall be deemed to be exceptions (the "Permitted Exceptions") which are permitted to be included as exceptions to title both in Seller's Deed to Purchaser and in the Owner's Policy of Title Insurance required by SECTION 10.1.(E) below. With regard to matters to which Purchaser does object in a written notice given to Seller before the end of the Objection Period, Seller shall have a period of time expiring ten (10) days after the date Seller has received Purchaser's written objection notice ("Seller's Curative Period") within which Seller may (but shall have no obligation) to cure such written objections. Seller shall have the right, but no obligation, to cure any matters to which Purchaser objects. If Seller fails to cure any such objections within Seller's Curative Period, then Purchaser, as its sole and exclusive remedy, shall have the right to terminate this Agreement by written notice delivered to Seller and the Title Company prior to the expiration of the Review Period, whereupon all of the Earnxxx Xxxey Deposit shall be returned to Purchaser, or Purchaser, at its election may waive in writing any such objections and proceed to Closing without reduction in the Purchase Price in which event such written objections shall be Permitted Exceptions.

Title Review. Buyer will have the right to inspect the Title Documents. If Buyer objects to any condition or exception to title as disclosed by the Title Documents that renders title unmerchantable or uninsurable, Buyer shall deliver written notice to Seller specifying such objection(s) on or before five (5) days after Title Deadline, or within five (5) business days after receipt by Buyer of any duly requested Title Document or endorsement(s) adding new exceptions(s) to the title commitment. If Seller does not receive Buyer’s notice by the date(s) specified above, Buyer shall be deemed to have accepted the condition of title as disclosed by the Title Documents as satisfactory and to have waived any objection thereto.

Title Review. (a) Buyer has the right to review title to the Property and raise objections thereto (except as provided in paragraph 3(d) above) during the ten (10) day period commencing on the date Buyer receives the title insurance commitment with respect to the Property, as discussed below. In the event Buyer wishes to raise any objections to the title to the Property (except as provided in paragraph 3(d) above), Buyer shall follow the procedure set forth in Paragraph 4(b) below. In the event Buyer does not raise any objections to the title to the Property within said ten (10) day period, in accordance with paragraph 4(b) below, then Buyer shall be deemed to have agreed to accept title to the Property in the state as set forth in the title insurance commitment. (b) Buyer shall order, within five (5) days after the date on which a fully executed counterpart of this Contract is delivered to Buyer (hereinafter the "Effective Date"), a title insurance commitment (the "Title Commitment") from a reputable title insurance company licensed to do business in the Commonwealth of Pennsylvania (hereinafter referred to as the "Title Company") which shall commit to insure at Closing Buyer's title to the Property. Buyer, within ten (10) days after receipt of the Title Commitment, shall notify Seller in writing of any objections as to the marketability of title matters reflected in such Title Commitment (except any exceptions which are shown on Exhibit B attached hereto, as provided in paragraph 3(d) above). To the extent that Buyer does not furnish Seller with written notice of objections to the Title Commitment, within ten (10) days after receipt of the Title Commitment , Buyer shall be deemed to have waived any such objections to the Title Commitment and to the status of title of the Property. If Buyer shall notify Seller in writing of any objections as to the marketability of title as reflected in the Title Commitment within such ten (10) day period , then Seller shall have the right at its option to cure said objections or the right not to cure said objections. Seller shall notify Buyer as to its election within ten (10) days after receipt of Buyer's notice of objections. If Seller shall elect not to cure said objections, then Buyer shall have the right to elect either to accept title subject to such objected items without any reduction in the Purchase Price or to terminate this Contract. Buyer shall notify Seller as to its election within seven (7) days of receipt of Seller's n...

Title Review. The City shall, within thirty (30) days after receiving the Preliminary Commitment, deliver written notice to the Port regarding any objections the City may have to matters shown on or referenced in the Preliminary Commitment or identified in Exhibit C relating to Third Party Leases, Licenses and Contracts, as defined in Section 9.1 below (the “Title Objection Notice”). Any exception, encumbrance or other matter to which the City does not timely object shall be a “Permitted Exception.” The Port shall have ten (10) days from the date on which the Port receives the City’s Title Objection Notice to deliver written notice of the City stating whether or not the Port will, prior to closing, remove or otherwise cure some or all of the matters described in the City’s Title Objection Notice. Should the Port fail to timely respond to the City’s Title Objection Notice, the Port shall be deemed to have refused to remove or cure all of the matters described in the City’s Title Objection Notice. Should the Port refuse to remove or cure any of the matters objected to in the City’s Title Objection Notice, the City must elect one of the following: (i) to accept the defects or encumbrances on title that the Port refuses to remove or cure, in which case such defects or encumbrances shall become Permitted Exceptions, and proceed with the transaction contemplated by this Agreement; or (ii) to terminate this Agreement. The City shall provide the Port with written notice of its decision within thirty (30) days of receiving the Port’s response to the City’s Title Objection Notice. Should the City fail to deliver written notice of the City’s decision to the Port within the time period specified above, the City shall be deemed to have elected to terminate this Agreement. In the event the City elects to terminate this Agreement pursuant to this Section 4.3, all rights and obligations of the Port and the City under this Agreement shall terminate and be of no further force or effect. It is contemplated that City may obtain a survey of some or all of the Property during its Due Diligence Period (as defined below) as described in Section 4.4 below. In the event such survey or any supplement to the Preliminary Commitment results in additional exceptions to title, the same process shall apply pursuant to the Section

Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller shall have no obligation to cure title objections except financing liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such financing liens. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requested, such consent shall not be unreasonably withheld or delayed). The term "PERMITTED EXCEPTIONS" shall mean: the specific exceptions (excluding exceptions that are part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Review Period and that Seller is not required to remove as provided above; matters created by, through or under Purchaser; items shown on the Survey which have not been removed as of the end of the Inspection Period (or if Purchaser does not obtain a Survey, all matters that a current, accurate survey of the Property would show); real estate taxes not yet due and payable; rights of tenants under the Leases; rights of tenants or licensees under License Agreements; and any licensees under any Service Contracts not terminated as of Closing.

Title Review. (a) Buyer acknowledges that it has reviewed the Commitment, the title exception documents listed therein and the Survey prior to execution of this Contract, waives any objection it might have to such items and accepts and approves all matters shown thereon. Except as specifically set forth in SECTION 3.1(b), by its execution of this Contract, Buyer accepts the Property and all title and survey matters and the Earnest Money is non-refundable to Buyer, except xx xxxxifically set forth in this Contract. (b) Seller has no obligation to cure any matters shown on the Commitment or the Survey. Notwithstanding the preceding sentence, Seller shall cure monetary liens that can be cured solely by the payment of money and shall bond around any mechanics' or materialmen's lien(s) and abstract(s) of judgment to Closing Agent's reasonable satisfaction; provided, that Seller will not be required to expend or, in the case of a bond, be liable for more than $25,000 for any single Property to cure any such monetary liens or bond around any mechanics' or materialmen's lien(s) and abstract(s) of judgment related to any individual Property. (c) All exceptions shown on the Commitment, the title exception documents, or the Survey, except for mechanics' or materialmen's lien(s) and abstract(s) of judgment which Seller shall cure to the extent provided in SECTION 3.1(b), are the PERMITTED EXCEPTIONS. The Permitted Exceptions include the restriction against conversion of the Real Property to a condominium regime specified in the Deed (defined in SECTION 6.2(a)). (d) At or prior to Closing, the Sellers shall execute and record a deed restriction (the DEED RESTRICTIONS) in substantially the form attached to this Contract as EXHIBIT J prohibiting the imposition of a condominium regime on the Real Property and Improvements for a period of 15 years after the Closing Date without the consent of Sellers.