Common use of Title Review and Cure Clause in Contracts

Title Review and Cure. Seller will cooperate with Purchaser in curing any objections Purchaser may have to title to the Property; however, Seller shall not have any obligation to cure title objections except liens and security interests created by Seller after the Date of this Agreement. As to any other exceptions or objections raised by Purchaser, Seller shall have fourteen (14) days from the receipt of Purchaser's notice of objections either to have such exceptions or objections removed or, if acceptable to Purchaser, to provide affirmative title insurance protection for such exceptions satisfactory to Purchaser, or to notify Purchaser that it does not intend to cure such objection. If, with respect to those title objections that Seller has no obligation to cure, Seller fails either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Purchaser within such fourteen (14) day period, then Purchaser must elect either to terminate this Agreement by delivering written notice to Seller within five (5) days following such period or, if later, before the expiration of the Title Review Period, or to waive such objection. Upon delivery of such termination notice by Purchaser, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement except pursuant to any provisions which by their terms survive a termination of this Agreement, and the Xxxxxxx Money shall be promptly returned to Purchaser. If after the expiration of the Title Review Period, the Title Company revises the Title Commitment, or the surveyor revises the Survey, to add or modify exceptions, or to add or modify the conditions to obtaining any endorsement requested by Purchaser during the Title Review Period, then Purchaser may terminate this Agreement and receive a refund of the Xxxxxxx Money if provision for their removal or modification satisfactory to Purchaser is not made. Purchaser shall have been deemed to have approved any title exception that Seller is not obligated to remove and to which either Purchaser did not object as provided above, or to which Purchaser did object, but with respect to which Purchaser did not terminate this Agreement. If there are exceptions or objections raised by Purchaser, the Closing Date shall be extended to the extent necessary to permit Seller and Purchaser to exercise their rights as provided above.

Appears in 1 contract

Samples: Contribution Agreement (Carramerica Realty L P)

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Title Review and Cure. Seller will cooperate with During the Due Diligence Period, Purchaser in curing any objections Purchaser may have to shall review title to each Property as disclosed by the Property; however, Seller Title Documents. Purchaser shall not have any obligation be entitled to cure title objections except liens and security interests created by Seller after the Date of this Agreement. As object to any other exceptions or objections raised title matters shown in the Title Documents, in its sole discretion, by Purchaser, Seller shall have fourteen (14) days from the receipt of Purchaser's a written notice of objections either to have such exceptions or objections removed or, if acceptable to Purchaser, to provide affirmative title insurance protection for such exceptions satisfactory to Purchaser, or to notify Purchaser that it does not intend to cure such objection. If, with respect to those title objections that Seller has no obligation to cure, Seller fails either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Purchaser within such fourteen (14) day period, then Purchaser must elect either to terminate this Agreement by delivering written notice delivered to Seller within five (5) days following such period or, if later, on or before the expiration of the Title Review Due Diligence Period. At Closing, whether or not Purchaser makes any objection with respect thereto, Seller shall cause to waive such objectionbe removed any liens and security interests including, without limitation, mechanics and materialmens liens or claims thereof, and any exceptions or encumbrances to title which are created by or through Seller after the Effective Date. Upon delivery of such termination notice by Purchaser, If Purchaser does not terminate this Agreement shall automatically terminate, before the parties shall be released from all further obligations under this Agreement except expiration of the Due Diligence Period pursuant to Section 2.2, then Purchaser shall have been deemed to have approved any provisions which by their terms survive a termination of this Agreement, title exception set forth in the Title Documents that Seller is not obligated to remove and the Xxxxxxx Money shall be promptly returned did not agree in writing to Purchaserremove or cure. If after the expiration of the Title Review Period, Due Diligence Period the Title Company revises either Title Commitment or any of the Title CommitmentUCC Commitments, or the surveyor revises the either Survey, to add or modify exceptions, or to add or materially modify the conditions to obtaining any endorsement requested by Purchaser during the Title Review Due Diligence Period, then Purchaser may terminate this Agreement and receive a refund of the Xxxxxxx Money if provision for their removal or modification satisfactory to Purchaser is not made. Purchaser shall have been deemed to have approved any title exception that Seller is not obligated to remove and to which either Purchaser did not object as provided above, or to which Purchaser did object, but with respect to which Purchaser did not terminate this Agreement. If there are exceptions or objections raised by PurchaserIn such case, the Closing Date shall be extended for up to ten (10) days in order for Purchaser and Seller to determine if such exception can be resolved and to give Purchaser the extent necessary opportunity to permit Seller terminate this Agreement and Purchaser to exercise their rights as provided abovereceive a refund of the Xxxxxxx Money if the exception is not removed.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Guilford Pharmaceuticals Inc)

Title Review and Cure. Seller Contributors will cooperate with Purchaser Xxxx in curing any objections Purchaser Xxxx may have to title to the Contributed Property; provided however, Seller Contributors shall not have any no obligation to cure title objections except liens and security interests created by Seller Contributors after the Date of this Agreement, and Contributors agree to remove such exceptions or encumbrances to title which it creates after the Date of this Agreement. As to any other exceptions or objections raised by PurchaserXxxx, Seller Contributors shall have fourteen (14) 14 days from the receipt of Purchaser's Xxxx'x notice of objections either to have such exceptions or objections removed or, if acceptable to PurchaserXxxx, to provide affirmative title insurance protection for such exceptions satisfactory to Purchaser, Xxxx or to notify Purchaser Xxxx that it does not intend to cure such objection. If, with respect to those title objections that Seller has Contributors have no obligation to cure, Seller fails Contributors fail either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Purchaser Xxxx within such fourteen (14) 14 day period, then Purchaser Xxxx must elect either to terminate this Agreement by delivering written notice to Seller Contributors within five (5) 5 days following such period or, if later, before the expiration of the Title Review Periodperiod, or to waive such objectionobjections. Upon delivery of such termination notice by PurchaserXxxx, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement except pursuant to any provisions which by their terms survive a termination of this Agreement, and the Xxxxxxx Money shall be promptly returned to PurchaserXxxx. If after the expiration Date of the Title Review Periodthis Agreement, the Title Company revises the Title Commitment, or the surveyor revises the Survey, to add or modify exceptions, or to add or modify the conditions to obtaining any endorsement requested by Purchaser during which the Title Review PeriodCompany has agreed to issue, then Purchaser Xxxx may terminate this Agreement and receive a refund of the Xxxxxxx Money if provision for their removal or modification satisfactory to Purchaser Xxxx is not made. Purchaser Xxxx shall have been deemed to have approved any title exception that Seller is Contributors are not obligated to remove and to which either Purchaser Xxxx did not object as provided above, or to which Purchaser Xxxx did object, but with respect to which Purchaser Xxxx did not terminate this Agreement. If there are exceptions or objections raised by PurchaserXxxx, the Closing Date shall be extended to the extent necessary to permit Seller Contributors and Purchaser Xxxx to exercise their rights as provided above, but only in accordance with the time periods set forth in Paragraph 1.6(a).

Appears in 1 contract

Samples: Contribution Agreement (Carramerica Realty L P)

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Title Review and Cure. Seller will cooperate with Purchaser in curing any objections Purchaser may have to title to the Property; howeverprovided, however Seller shall not have any obligation to cure title objections except liens and security interests created by Seller after the Date of this Agreement, and Seller agrees to remove such exceptions or encumbrances to title which it creates after the Date of this Agreement. As to any other exceptions or objections raised by Purchaser, Seller shall have fourteen (14) 14 days from the receipt of Purchaser's notice of objections either to have such exceptions or objections removed or, if acceptable to Purchaser, to provide affirmative title insurance protection for such exceptions satisfactory to Purchaser, Purchaser or to notify Purchaser that it does not intend to cure such objection. If, with respect to those title other objections that Seller has no obligation to cure, Seller fails either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Purchaser within such fourteen (14) 14 day period, then Purchaser must elect either to terminate this Agreement by delivering written notice to Seller within five (5) 5 days following such period or, if later, before the expiration of the Title Review Periodperiod, or to waive such objectionobjections. Upon delivery of such termination notice by Purchaser, this Agreement shall either automatically terminate, the parties shall be released from all further obligations under this Agreement except pursuant to any provisions which by their terms survive a termination of this Agreement, and the Xxxxxxx Money shall be promptly returned to Purchaser. If after the expiration Date of the Title Review Periodthis Agreement, the Title Company revises the Title Commitment, or the surveyor revises the Survey, to add or modify exceptions, or to add or modify the conditions to obtaining any endorsement requested by Purchaser during which the Title Review PeriodCompany has agreed to issue, then Purchaser may terminate this Agreement and receive a refund of the Xxxxxxx Money if provision for their removal or modification satisfactory to Purchaser is not made. Purchaser shall have been deemed to have approved any title exception that Seller Seller, is not obligated to remove and to which either Purchaser did not object as provided above, or to which Purchaser did object, but with respect to which Purchaser did not terminate this Agreement. If there are exceptions or objections raised by Purchaser, the Closing Date shall be extended to the extent necessary to permit Seller and Purchaser to exercise their rights as provided above, but only in accordance with the time periods set forth in Paragraph 1.6(a).

Appears in 1 contract

Samples: Contribution Agreement (Carramerica Realty L P)

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