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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement. (c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Appears in 5 contracts
Sources: Interest Purchase and Sale Agreement (Independence Realty Trust, Inc), Interest Purchase and Sale Agreement (Independence Realty Trust, Inc), Interest Purchase and Sale Agreement (Independence Realty Trust, Inc)
Title Review. Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (a) On “Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or after released at or prior to Closing (with Seller having the Effective right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser may order shall give notice (i) a title commitment (the “Purchaser’s Title CommitmentNotice”) 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 the existence of any encumbrances and defects in title matters, other than Permitted Exceptions, identified in the Title Commitment or shown on the Survey (or any supplements or updates thereto) to which Purchaser finds objectionable objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall have 5 Business Days shall, within five (5) business days from its receipt of such title objection notice from Purchaser to Purchaser’s Title Notice, notify Purchaser whether Seller commits to cause such of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be removed from the land records or insured over (and with any such matters proposed deemed to be insured over by the Title Company) at Closing, provided, however mean that Seller shall be obligated remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or cause correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal from or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the land records Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of all Monetary Liens at or prior the title to Closingthe Property as it then is, without diminution of the Purchase Price. Any matters set forth If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in the Purchaser’s Title Commitment or Survey Objections and not so objected those Title Objections that are accepted pursuant to by Purchaser (other than Monetary Liens) this subsection shall be deemed to be Permitted ExceptionsEncumbrances. IfNotwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for any reason, Seller is unable or unwilling recording documents to take such actions as may be required to remedy or remove from the land records any discharge 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 PurchaserSeller’s notice of objection Liens shall be deemed an election borne 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Appears in 3 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
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 During 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 Survey Review Period, Purchaser shall deliver written notice review title to Seller of any title matters, other than Permitted Exceptions, identified in the Property as disclosed by the Title Commitment or shown on Commitments and the Survey (or any supplements or updates thereto) which Purchaser finds objectionable (“Title Objections”)Surveys. Seller shall have 5 Business Days from its receipt no obligation to cure title objections except liens of such title objection notice from Purchaser to notify Purchaser whether an ascertainable amount created by, under or through Seller, or assumed by Seller, which liens Seller commits to shall 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 released at or prior to ClosingClosing (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 liens; provided, however, that the foregoing requirement to discharge liens shall not apply to liens on any tenant’s leasehold estate. Any matters set forth in Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Title Commitment Effective Date without Purchaser’s consent (if requested, such consent shall not be unreasonably withheld or Survey and not so objected to by Purchaser (other than Monetary Liens) shall be deemed to be delayed). The term “Permitted Exceptions. If, for any reason, Seller is unable or unwilling to take such actions as may be required to remedy or remove from ” shall mean: (A) 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 exceptions (i) to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt that are part of Seller’s noticethe promulgated title insurance form for each Title Commitment, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Sellerremove under applicable insurance regulations, Seller shall have a one-time right (but not the obligationiii) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of Company has not agreed to remove from the Title Company) selected by Commitments notwithstanding that Seller from has delivered the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice Title Affidavits to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, (iv) that Purchaser consents to, or is deemed to have consented to, as applicable) selected by Seller for of the purpose end of issuing the Title Policy and Survey Review Period and (v) that Seller shall be responsible for 50% is not required to remove as provided above; (B) matters created by, through or under Purchaser; (C) items shown on the Surveys which have not been removed as of the end of the Inspection Period (or if Purchaser does not obtain new Surveys, all matters that current, accurate surveys of the Property would show); (D) real estate taxes not yet due and payable; (E) rights of tenants under the Leases; and (F) any additional search and exam fees resulting from Seller’s exercise encumbrances relating to the Property created by, though or under any tenant of the Property that does not render title to such Property unmarketable, provided such tenant is not otherwise in default under its rights set forth in this Section 2.2(c)Lease.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.), Purchase and Sale Agreement (Istar Financial Inc)
Title Review. (a) On or after Within five (5) days of the Effective Dateexecution of this Agreement, Purchaser may order Escrow Agent (ias hereinafter defined) a shall have delivered current title commitment (commitments for an ALTA Owner's Policy for the “Title Commitment”) from Land Services USAProperty in Colorado and TLTA Owner's Policies for the Properties in Texas, Inc., as agent for (x) First American issued by Lawyers Title Insurance CompanyCompany (individually, (ya "Report" and, collectively, the "Reports") on each of the Premises to Buyer and Seller. Each Report shall show the status of title to the applicable Premises as of the date of such other nationally recognized title insurance company mutually acceptable to Seller Report and Purchaser or (z) an alternate title insurance company (or alternate office) selected shall be accompanied 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 theretoin such Report.
(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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser Buyer shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s days following receipt of such updated last Report to be received by Buyer (the "Title Commitment showing Review Period") in which to review the new title exception, together with a legible copy of any such new matter, Reports and to provide give Seller with and Escrow Agent written notice of its objection any title matter shown on any such Report which is unacceptable to Buyer, in Buyers sole judgment. If, prior to the expiration of the Title Review Period, Buyer gives notice of dissatisfaction as to any exception to title as shown in any Report, Seller shall have until the Closing Date to cause Escrow Agent to eliminate the disapproved exception or exceptions from such new title exception (each a “New Objection”, and collectively, the “New Objections”)Report. If Seller does not elect cause Escrow Agent to remove eliminate the disapproved exception or cure New Objections prior to obtain a title insurance endorsement on or before the Closing (other than Monetary LiensDate, which Seller Buyer's sole and exclusive remedy shall be obligated to cure), which such election shall be given cancel this Agreement and have the Earnest Depos▇▇ ▇▇▇urned by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by giving written notice to SellerSeller and Escrow Agent on or before the Closing Date; it being understood and agreed, either (i) agree however, that Seller shall have no duty whatsoever to accept title subject cause Escrow Agent to eliminate any such exception. Notwithstanding anything in this Agreement to the exceptions which Seller is unable contrary, Buyer will not be able to remove cancel this Agreement with respect to any of the Premises due to Buyer's dissatisfaction as to any exception to title that attached to the Premises through the action or cause to be removed inaction of Buyer (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination an affiliate of this Agreement, neither party shall have any further right, liability or obligation under this AgreementBuyer).
(c) In connection If Buyer does not object to an exception to title disclosed in any of the Reports before the expiration of the Title Review Period, such matter shall be deemed to have been approved by Buyer, and all of the same, along with all exceptions to title set forth in the Reports to which Buyer objects, but subsequently waives such objection, or which objection is cured by Seller pursuant to Section 7(b) hereof, shall be deemed to be the "Permitted Exceptions."
(d) Upon a cancellation in accordance with the issuance provisions of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Sellerthis Section 7, Seller shall have a one-time right cause Escrow Agent to return the Earnest Depos▇▇ (but not the obligation▇ess all cancellation fees charged by Escrow Agent, if any) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Buyer.
Appears in 2 contracts
Sources: Assignment of Agreement of Sale (Aei Income & Growth Fund Xxi LTD Partnership), Assignment of Agreement of Sale (Aei Net Lease Income & Growth Fund Xix Limited Partnership)
Title Review. Purchaser shall have ten (a10) On or days after receipt of the Effective DateCommitment (the “Review Period”) in which to review the Commitment and underlying documents referenced therein. If Purchaser determines that there are any matters disclosed thereon which render the Unit unmarketable, 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) object to such other nationally recognized title insurance company mutually acceptable to Seller and Purchaser or (z) an alternate title insurance company (or alternate office) selected matters 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 giving written notice to Seller of any title matters, other than Permitted Exceptions, identified in and the Title Commitment or shown on Company, stating with specificity the Survey (or any supplements or updates thereto) exceptions to which Purchaser finds objectionable objects (the “Title ObjectionsObjection Notice”). Seller shall have 5 Business Days from its receipt of If no such title objection notice from Objection Notice is timely given by Purchaser, 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 have accepted title as shown on the Commitment, with all matters shown thereon deemed Permitted Exceptions. If, for any reason, Seller If an Objection Notice 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 timely issued by Purchaser, Seller shall give Purchaser notice thereofSeller, it being understood at its election, may attempt to remove or cure the objectionable exception(s) or to obtain an endorsement providing protection against such exception(s), at Seller’s expense, (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 entitled to an adjournment of the Closing for a period of up to thirty (30) days for such purposes). The existence of liens or unwilling encumbrances of any kind shall not constitute a defect allowing termination by Purchaser if Seller elects to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objected, Purchaser may elect either (i) to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded provide to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement a title insurance endorsement insuring against such lien or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”)encumbrance. If Seller does not elect provide a written response to Purchaser’s Objection Notice, Seller shall be deemed to have elected not to cure any of Purchaser’s objections. If Seller elects not to cure a particular objection, or if Seller elects to cure an objection and is thereafter unable to remove or cure New Objections prior such objection before the scheduled date of Closing (as the same may be extended under this paragraph), then Purchaser shall have the right to further extend the date of Closing for seven (7) calendar days, during which period Purchaser shall determine if Purchaser shall:
(i) Waive Purchaser’s uncured objections to title without adjustment in the Purchase Price and proceed to Closing (other than Monetary Liens, whereupon such matters to which Purchaser’s uncured objections relate shall be deemed Permitted Exceptions);
(ii) Grant one or more additional periods of time within which Seller shall be obligated continue to attempt to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objectionsremove, Purchaser may, by written notice to Seller, either or obtain title insurance protection against the exceptions; or
(iiii) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate Terminate this Agreement, and in the latter which event the Deposit and accrued interest thereon Title Company shall be returned return the ▇▇▇▇▇▇▇ Money to Purchaser, and thereafter, except for the parties shall be released from all further obligations under this Agreement excepting only those obligations herein which are specifically stated expressly contemplated to survive termination. If Purchaser fails to give timely notice of its election, Purchaser will be deemed to have elected to accept any such uncured or unremoved matter to which Purchaser has objected as shown in the termination of this Agreement, neither party shall Commitment and to have waived any further rightobjection thereto. Purchaser expressly relinquishes and waives any and all other remedies, liability claims, demands and causes of action at law or obligation under this Agreement.
in equity against Seller for failure to deliver marketable title. Promptly following the recording of the final Residential Map creating the Unit and the Residence Declaration, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (c5) In connection with days before Closing, the issuance Commitment in a revised form, reflecting the final Project Documents, including the recordable version of an ALTA 15-06 endorsement the Project Documents, the final legal descriptions of the Unit and other reasonable adjustments to the Title Policy at Commitment applicable to the formation of the Project and creation of the Unit (the "Final Commitment"). The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions accepted by Purchaser pursuant to this Paragraph above. After the Closing, in the event that Seller, at its expense, will cause the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have Purchaser a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of policy in conformance with the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Final Commitment.
Appears in 2 contracts
Sources: Residential Unit Purchase and Sale Agreement, Purchase and Sale Agreement
Title Review. Buyer shall have a period of sixty (a60) On or after days from the Effective Date, Purchaser may order (i) a title commitment Date (the “Title CommitmentReview Period”) from Land Services USAto perform its title review of the Premises at Buyer’s sole cost and expense and to notify the Seller of its objections to any encumbrances or liens, Inc.other than the Permitted Encumbrances as defined in Section 4.2 (“Buyer’s Title Objections”), 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) a written notice (the “Title CompanyObjections Notice”). If Buyer has not delivered the Title Objections Notice by 5:00 p.m. on the last day of the Title Review Period, together with complete and legible copies Buyer shall be deemed to have waived its objections to all matters of all instruments and documents referred to therein as exceptions to title, other than those first arising after the date of Buyer’s title commitment for the Premises (or if the Buyer does not obtain a title commitment, then the date of this Agreement), and (ii) a survey of the Property from a reputable surveyor or surveying firm reasonably acceptable shall accept title to the Title Company Premises (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 (“Post-Review Title Objections”), subject to such matters, at the Closing (as hereinafter defined). With respect to any Post-Review Title Objections, each of Seller and Buyer shall have the same rights and obligations under this Section 3.4 as if such Post-Review Title Objections constituted Title Objections hereunder. Within ten (10) business days after the Seller’s receipt of the Title Objection Notice (“Cure Election Period”), the Seller shall have 5 Business Days from its receipt notify Buyer in writing as to whether the Seller elects to use reasonable efforts to cure any or all 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 Buyer’s Title Objections (other than Monetary Liens) objected “Title Cure Notice”). Notwithstanding the foregoing or anything contained herein to by Purchaserthe contrary, Seller shall give Purchaser notice thereofcause to be satisfied and released any and all mortgages or other encumbrances securing the payment of money, it being understood which have been recorded against the Property (each, a “Voluntary Monetary Lien”) as well as any and agreed that all delinquent real estate taxes and assessments. Reasonable efforts shall not require the failure expenditure of Seller to give such notice within 5 Business Days after receipt of Purchaser’s notice of objection shall be deemed an election more than $20,250 by Seller not to remedy any such matters(exclusive of the payment of Voluntary Monetary Liens, delinquent real estate taxes and assessments and reasonable attorney’s fees (the “Cure Amount”). If Seller elects or is deemed to have elected not to cure any matter objected to in such Buyer’s Title Objections, Buyer shall be unable or unwilling to remedy any elect within five (5) business days following receipt of Seller’s Title Objections Cure Notice or, in the absence of such Seller’s Title Cure Notice, five (other than Monetary Liens5) as to which Purchaser has objected, Purchaser may elect business days following the expiration of the Cure Election Period either (i) to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations waive its objection or objections to the other hereundermatter or matters not being cured by Seller, except for those obligations which expressly survive the termination without reduction of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions matter shall be considered become a Permitted Exceptions) or Encumbrance (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(chereinafter defined).; or
Appears in 2 contracts
Sources: Land Disposition Agreement, Land Disposition Agreement
Title Review. Purchaser shall have the right to object to any title exception affecting the Owned Real Property created or suffered by the Company, or first made known to Purchaser, between the effective date of the Title Commitment and the Closing Date which is not a Real Property Permitted Exception, including any such title exception that is disclosed by a Survey (a) On or after the Effective Dateany such matter that is not a Real Property Permitted Exception, Purchaser may order (i) a title commitment (the “Title CommitmentDefect”) 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 giving written notice to Seller on or before the date ten days after Purchaser first had knowledge of such Title Defect and, in any title mattersevent, other than prior to the Closing. Purchaser may object to any Title Defect, but the same shall be considered a Real Property Permitted Exceptions, identified in Exception and not a Title Defect if: (i) the Title Commitment Company is willing to insure over such Title Defect (without additional cost to Purchaser or shown on where Seller elects at its sole option to pay such cost for Purchaser’s account), (ii) the Survey Title Company is willing to provide affirmative insurance over such Title Defect (without additional cost to Purchaser or any supplements where Seller at its sole option elects to pay such cost for Purchaser’s account), (iii) such Title Defect will be eliminated at the Closing, or updates thereto(iv) which Purchaser finds objectionable (“such Title Objections”)Defect is waived in writing by Purchaser. Seller shall have 5 Business Days from its receipt of such title objection notice from Purchaser the right, but not the obligation, to notify Purchaser whether Seller commits cure or remove any Title Defects at or prior 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 however, that Seller shall be obligated to remove cause any monetary Lien encumbering any Owned Real Property to be satisfied or cause otherwise released on or before the removal from the land records of all Monetary Liens at or prior to Closing. Any matters set forth in In the Title Commitment or Survey and not so objected to by event that 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 has given a timely notice of objection to a Title Defect in accordance with this Section 7.2 and such Title Defect is not eliminated prior to or at the Closing, then Purchaser shall have the right, as Purchaser’s sole and exclusive remedy, exercisable solely if such Title Defect would reasonably be deemed an election by Seller not expected 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 objectedhave a Material Adverse Effect, Purchaser may elect either (i) to terminate this Agreement by giving written notice given of such termination to Seller within 5 Business Days following Seller. In any instance where Purchaser does not exercise Purchaser’s receipt termination right, any uncured Title Defect shall be subject to the provisions of Section 11, and Seller’s notice, whereupon liability for such incurred Title Defect shall survive the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive Closing. Neither the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms representations and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights warranties set forth in this Section 2.2(c4.9(a) as of the Closing Date pursuant to Section 11.1(a)(i) nor the references to zoning, land use or building and fire code matters in the definition of “Real Property Permitted Exception” shall limit the rights of Purchaser to indemnification under Section 11.2(a)(i) with respect to any breach of the representations and warranties of Seller under Sections 4.9(f)(i)-(iv) and (vi)-(vii).
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Star Gas Partners Lp)
Title Review. (a) On or after a. The County shall have until expiration of the Effective Date, Purchaser may order (i) a title commitment Inspection Period (the “Title Commitmentand Survey Review Period”) from Land Services USAto examine the Survey and Title Commitment and any supporting title documents, Inc.and, if the Survey, Title Commitment, or supporting title documents, reveal any encroachments, overlaps, easements, restrictions, covenants, conditions, other title defects or other matters objectionable to the County (hereinafter referred to 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 CompanyObjections”), together to furnish Seller with complete and legible copies of all instruments and documents referred to therein as exceptions to title, and (ii) a survey written statement of the Property from a reputable surveyor or surveying firm reasonably acceptable to the County’s Title Company Objections (the “SurveyThe County’s Title Objection Notice”) 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 ). Any 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) the County as set forth above shall be deemed to be Permitted Exceptions. Ifapproved by the County, for provided, however, the County’s failure to provide notice of any reasonMandatory Cure Items (defined below) shall not be deemed a waiver, Seller is unable or unwilling the County shall be deemed to take such actions as may have automatically objected to all Mandatory Cure Items, and the County shall not be required to remedy or remove from the land records take title subject to 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 mattersMandatory Cure Items. If In all events Seller shall be unable required to cure all Mandatory Cure Items. As used herein, the term “Mandatory Cure Item” or unwilling to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objected, Purchaser may elect either “Mandatory Cure Items” means (i) any mortgage, deed to terminate this Agreement by notice given secure debt, deed of trust or similar security instrument encumbering all or any part of the Property, (ii) any mechanic’s, materialman’s or similar lien (except to the extent resulting from any act or omission of the County or any of its agents, contractors, representatives or employees), (iii) any judgment of record against Seller within 5 Business Days following Purchaser’s receipt in the county or other applicable jurisdiction in which the Property is located; (iv) all other liens or encumbrances evidencing monetary obligations of Seller; (v) all matters affecting title which are the result of Seller’s noticevoluntary acts occurring after the Effective Date of this Contract, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the extent not consented to by the County in writing; and (vii) any other hereunder, except for those obligations which expressly survive matters that Seller has agreed to cure or satisfy or is otherwise required to cure or satisfy pursuant to the termination terms of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this AgreementContract.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Appears in 2 contracts
Sources: Contract to Purchase Real Property, Contract to Purchase Real Property
Title Review. Purchaser shall have ten (a10) On or days after receipt of the Effective DateCommitment (the “Review Period”) in which to review the Commitment and underlying documents referenced therein. If Purchaser determines that there are any matters disclosed thereon which render the Unit unmarketable, 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) object to such other nationally recognized title insurance company mutually acceptable to Seller and Purchaser or (z) an alternate title insurance company (or alternate office) selected matters 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 giving written notice to Seller of any title matters, other than Permitted Exceptions, identified in and the Title Commitment or shown on Company, stating with specificity the Survey (or any supplements or updates thereto) exceptions to which Purchaser finds objectionable objects (the “Title ObjectionsObjection Notice”). Seller shall have 5 Business Days from its receipt of If no such title objection notice from Objection Notice is timely given by Purchaser, 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 have accepted title as shown on the Commitment, with all matters shown thereon deemed Permitted Exceptions. If, for any reason, Seller If an Objection Notice 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 timely issued by Purchaser, Seller shall give Purchaser notice thereofSeller, it being understood at its election, may attempt to remove or cure the objectionable exception(s) or to obtain an endorsement providing protection against such exception(s), at Seller’s expense, (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 entitled to an adjournment of the Closing for a period of up to thirty (30) days for such purposes). The existence of liens or unwilling encumbrances of any kind shall not constitute a defect allowing termination by Purchaser if Seller elects to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objected, Purchaser may elect either (i) to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded provide to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement a title insurance endorsement insuring against such lien or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”)encumbrance. If Seller does not elect provide a written response to Purchaser’s Objection Notice, Seller shall be deemed to have elected not to cure any of Purchaser’s objections. If Seller elects not to cure a particular objection, or if Seller elects to cure an objection and is thereafter unable to remove or cure New Objections prior such objection before the scheduled date of Closing (as the same may be extended under this paragraph), then Purchaser shall have the right to further extend the date of Closing for seven (7) calendar days, during which period Purchaser shall determine if Purchaser shall:
(i) Waive Purchaser’s uncured objections to title without adjustment in the Purchase Price and proceed to Closing (other than Monetary Liens, whereupon such matters to which Purchaser’s uncured objections relate shall be deemed Permitted Exceptions);
(ii) Grant one or more additional periods of time within which Seller shall be obligated continue to attempt to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objectionsremove, Purchaser may, by written notice to Seller, either or obtain title insurance protection against the exceptions; or
(iiii) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate Terminate this Agreement, and in the latter which event the Deposit and accrued interest thereon Title Company shall be returned return the ▇▇▇▇▇▇▇ Money to Purchaser, and thereafter, except for the parties shall be released from all further obligations under this Agreement excepting only those obligations herein which are specifically stated expressly contemplated to survive termination. If Purchaser fails to give timely notice of its election, Purchaser will be deemed to have elected to accept any such uncured or unremoved matter to which Purchaser has objected as shown in the termination of this Agreement, neither party shall Commitment and to have waived any further rightobjection thereto. Purchaser expressly relinquishes and waives any and all other remedies, liability claims, demands and causes of action at law or obligation under this Agreement.
in equity against Seller for failure to deliver marketable title. Promptly following the recording of the final Residential Map creating the Unit and the Residence Declaration, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (c5) In connection with days before Closing, the issuance Commitment in a revised form, reflecting the final Project Documents, including the recordable version of an ALTA 15-06 endorsement the Project Documents, the final legal descriptions of the Unit and other reasonable adjustments to the Title Policy at Commitment applicable to the formation of the Project and creation of the Unit (the "Final Commitment"). The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions accepted by Purchaser pursuant to this Paragraph above. After the Closing, in the event that Seller, at its expense, will cause the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have Purchaser a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of policy in conformance with the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Final Commitment.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement
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 During 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 Survey Review Period, Purchaser shall deliver written notice review title to the Property as disclosed by the Title Commitment and the Survey. Purchaser shall have the right, on or before the expiration of the Inspection Period, to notify Seller in writing of any objections Buyer may have to title matters, other than Permitted Exceptions, identified to the Property as shown in the Title Commitment or the updated Survey of the Property. If Purchaser fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the updated Survey of the Property 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 ExceptionsExceptions (as hereinafter defined). IfIf Purchaser does give notice of objections on or prior to the expiration of the Inspection Period, 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, then Seller shall give Purchaser notice thereofhave seven (7) business days after the effective date of such objections (the “Seller Election Deadline”) to elect to cure some, it being understood and agreed that the failure of Seller to give such notice within 5 Business Days after receipt all or none of Purchaser’s notice title and survey objections; provided, however, if such objection is to a monetary lien of objection an ascertainable amount created by, through or under Seller, Seller agrees to cure same from the Purchase Price at Closing (collectively, the “Removable Liens”). Seller’s failure on or before the Seller Election Deadline to notify Purchaser of which objections it elects to cure shall be deemed to be an election by Seller not to remedy any such matterscure none of Purchaser’s objections, subject to Seller’s mandatory obligation to cure the Removable Liens. If Seller elects to cure less than all of the title and survey objections (subject to Seller’s mandatory obligation to cure the Removable Liens), it shall be unable so notify Purchaser on or unwilling before the Seller Election Deadline, and Purchaser shall have seven (7) business days after the Seller Election Deadline to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objected, Purchaser may elect either (iA) to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s noticeAgreement, whereupon the Deposit all rights and obligations hereunder shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing immediately terminate (other than Monetary Liens, those obligations expressly set forth in this Agreement which Seller shall be obligated to curespecifically survive such termination), or (B) to close the purchase and sale contemplated hereby, in which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt case all of Purchaser’s notice setting forth such New Objectionsuncured title and survey objections and, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions last sentence of this Section 5.3, any other title matters, shall be considered added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve Seller of its obligation to cure the Removable Liens. If Purchaser does not so respond within seven (7) or (ii) business days after the Seller Election Deadline, then Purchaser shall be deemed to have elected to terminate this Agreement, and in the latter event the Deposit all rights and accrued interest thereon obligations hereunder shall be returned to Purchaser, and thereafter, except for those immediately terminate (other than obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights expressly set forth in this Section 2.2(cAgreement which specifically survive such termination).. Seller shall have no obligation to cure title objections except past due real estate taxes and assessments and Removable Liens. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller
Appears in 1 contract
Sources: Purchase and Sale Agreement (Preferred Apartment Communities Inc)
Title Review. Purchaser provided Seller its objections to title on December 4, 2014. Seller shall deliver the items set forth in Section 9.2.1.7 but Seller otherwise declines to cure Purchaser's title objections. Notwithstanding anything herein to the contrary, Seller shall be obligated, at Closing, to cause Title Company to remove (by waiver or endorsement) any (a) On mortgage or after deed of trust granted by Seller affecting 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 CompanyProperty, (yb) 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 any mechanics liens for work performed on behalf of all instruments and documents referred to therein as exceptions to titleSeller, and (iic) a survey of all judgment liens, mechanic's liens not described in clause (b), and other statutory liens (other than real estate taxes and special assessments which shall be prorated in accordance with Section 9.5.3) which in the Property from a reputable surveyor aggregate for this clause (c) total less than $50,000.00 (collectively, the "Required Cure Items"). At Seller's cost and expense, Seller may bond around any such matters (including any Required Cure Items) to Purchaser's reasonable satisfaction or surveying firm reasonably acceptable to the cause Title Company to endorse over any such objection to Purchaser's reasonable satisfaction (except that endorsing over mortgages or deeds of trust shall not be acceptable unless approved by Purchaser in its sole discretion), and in either event, such objection shall be deemed cured; provided, however, in 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 event Purchaser fails to the Expiration of the Due Diligence Period, Purchaser shall deliver written notice to Seller provide its approval of any reasonable method of cure elected by Seller and Seller is unable to otherwise cure such objections in accordance with the terms hereof, then Seller shall not be in default hereunder and Purchaser's sole remedy in such event shall be as provided in the immediately following sentence. Purchaser hereby waive the uncured objections by proceeding to Closing and thereby is deemed to have approved the Purchaser's title matters, other than Permitted Exceptions, identified as shown in the Title Commitment, the title exception documents, and the Survey and any such uncured objections (except for Required Cure Items) shall become "Permitted Exceptions". If an update of Survey or any supplemental title commitment or update issued subsequent to the date of the original Title Commitment or discloses any adverse matters not shown on the Survey or the original Title Commitment, then, no later than five (5) business days after Purchaser's receipt of such update of Survey, supplemented or updated Title Commitment, as applicable, (but in no event later than the Closing Date) Purchaser shall have the right to object to any supplements or updates thereto) which such matter. If Purchaser finds objectionable (“Title Objections”). provides an objection, 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 three (and with any such matters proposed to be insured over by the Title Company3) 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 's notice of objection shall be deemed an election (the "Title Cure Period") in which to elect, by Seller not written notice 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 objectedPurchaser, Purchaser may elect either (i) to terminate this Agreement by notice given cure or attempt to Seller within 5 Business Days following cure Purchaser’s receipt of Seller’s notice's objections, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) not to proceed to Closing in accordance with cure Purchaser's objections. In the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises event that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, Seller fails to provide Seller with such written notice of its objection election to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, proceed under either clause (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) above, Seller shall be deemed to have elected clause (ii) above. If Purchaser provides timely objections and all of Purchaser's objections are not cured (or agreed to be cured by Seller prior to Closing) within the Title Cure Period for any reason, then, within five (5) days of Seller's written notice (or deemed notice) that it intends not to cure, Purchaser shall, as its sole and exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the Agreement by giving a termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable notice to Seller, Seller at which time Escrow Agent shall return the Deposit to Purchaser and the parties shall have a one-time right no further rights, liabilities, or obligations under this Agreement (but not other than those that expressly survive termination); or (y) waive the obligation) uncured objections by proceeding to elect that Closing and thereby be deemed to have approved the Purchaser's title as shown in the update of Survey, supplemented or updated Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title CompanyCommitment, as applicableapplicable and any such uncured objections (except for Required Cure Items) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)become "Permitted Exceptions".
Appears in 1 contract
Sources: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Title Review. (a) On or after During the period beginning on the Effective DateDate and ending at 5:00 p.m., Purchaser may order Los Angeles time, on the nineteenth (i19th) a title commitment day following the Effective Date (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 CompanyReview Period”), 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 Buyer shall review title to the Title Company (Real Property as disclosed by the “Survey”) reflecting the total area of the Property, the location of all improvements, recorded easements PTR 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 theretoif any). All matters shown in the PTR, the Title Documents and the Survey (if any) which Purchaser finds objectionable are not objected to by Buyer by delivery of written notice thereof (“Buyer’s Title Objection Notice”) to Seller on or before the end of the Title Review Period shall be conclusively deemed to be accepted by Buyer. If Buyer timely delivers to Seller Buyer’s Title Objection Notice prior to the end of the Title Review Period specifying Buyer’s objection to any title exception pertaining to the Real Property shown in the PTR, the Title Documents and the Survey (if any) (each a “Title Objection” and collectively the “Title Objections”). , Seller may, but shall not be obligated to, eliminate or cure (by title endorsement from the Title Company or otherwise) some or all of such Title Objections; provided, however, if Seller desires to eliminate or cure some or all of such Title Objections, Seller shall have 5 Business Days from its receipt notify Buyer in writing within five (5) days after the end of such title objection notice from Purchaser to notify Purchaser whether Seller commits to cause such the Title Review Period (“Seller’s Notice Period”) of those Title Objections Seller intends to be removed from eliminate or cure (said notice hereinafter called “Seller’s Title Notice”) and in which case the land records elimination or insured over (and with any such matters proposed to be insured over curing by Seller of the Title Company) at Closing, provided, however that Objections specified by Seller for cure or elimination in Seller’s Title Notice on or before the Closing Date shall be obligated a condition to remove or cause Buyer’s obligation to proceed to the removal from the land records of all Monetary Liens at or prior to Closing. Any matters set forth in the If Seller does not deliver Seller’s Title Commitment or Survey and not so objected Notice to by Purchaser (other than Monetary Liens) shall be Buyer within Seller’s Notice Period, Buyer is deemed to be Permitted Exceptions. If, for any reason, notified that Seller is unable or unwilling to take such actions as may be required to remedy eliminate or remove from cure 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 mattersObjections. 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of does not timely deliver Seller’s noticeTitle Notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) notifies or is deemed to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises have notified Buyer that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement cure any particular Title Objection, Buyer shall be deemed to have waived those Title Objections which Seller is unable or unwilling to eliminate or cure unless on or before the end of the Inspection Period, Buyer terminates this Agreement pursuant to Section 6.1. Notwithstanding anything herein to the Title Policy at Closing contrary, if Buyer’s right to terminate this Agreement pursuant to the foregoing provisions has not expired prior thereto, it shall expire upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office expiration of the Title Company) selected by Seller from Inspection Period. Notwithstanding the list foregoing provisions of title insurance companies set forth on Schedule 2.2(c) attached hereto. In this Section 7.3 to the event Seller so electscontrary, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy Buyer and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights acknowledge that although Seller has no obligation (unless specifically set forth in Seller’s Title Notice) to cure any title matters, subject to Buyer’s full performance under this Section 2.2(cAgreement, Seller does agree to deliver title to the Real Property at Closing free and clear of deeds of trust and/or mortgages 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).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Rexford Industrial Realty, Inc.)
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 During 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 Survey Review Period, Purchaser shall deliver written notice review title to Seller of any title matters, other than Permitted Exceptions, identified in the Property as disclosed by the Title Commitment or shown on and the Survey (or any supplements or updates thereto) which Purchaser finds objectionable (“Title Objections”)Survey. Seller shall have 5 Business Days from its receipt no obligation to cure title objections except financing liens of such title objection notice from Purchaser to notify Purchaser whether an ascertainable amount created by, under or through Seller, which liens Seller commits to shall 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company released at or prior to Closing, 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. Prior to the expiration of the Title and Survey Review Period, Purchaser shall notify Seller of any objections to the state of title to the Property, which objections shall be made in writing and delivered to Seller (a “Title/Survey Objection Notice”). If Purchaser shall fail to deliver a Title/Survey Objection Notice on or before the expiration of the Title and Survey Review Period, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment and the form and substance of the Survey and all matters shown thereon, except those exceptions that Seller is obligated to remove as provided herein. If Purchaser delivers a Title/Survey Objection Notice, Seller may, but shall have no obligation to, within five (5) Business Days days after receipt of the Title/Survey Objection Notice (and “Seller’s Election Period”), elect to eliminate or ameliorate to Purchaser’s reasonable satisfaction the disapproved title or survey matters by giving Purchaser written notice (“Seller’s Title/Survey Notice”) of those disapproved title or survey matters, if any, which Seller agrees to so eliminate or ameliorate by the Closing Date. Any title exception disapproved by Purchaser shall be extendeddeemed ameliorated to Purchaser’s reasonable satisfaction to the extent that Seller either causes such exception to be removed from the Title Commitment or to be affirmatively insured over, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved title or survey matters, or if Seller fails to remove timely deliver Seller’s Title/Survey Notice, Purchaser shall have the right, on or cure New Objections before five (5) days following the expiration of Seller’s Election Period, to either: (a) waive its prior to Closing (other than Monetary Liensdisapproval, in which Seller event said disapproved matters shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) deemed approved; or (iib) terminate this Agreement. Failure to take either one of the actions described in subsections (a) and (b), and in the latter event the Deposit and accrued interest thereon above, shall be returned deemed to be Purchaser’s election to take the action described in subsection (a), above. If Purchaser elects to terminate this Agreement as provided in subsection (b), above, this Agreement shall automatically terminate, the ▇▇▇▇▇▇▇ Money shall be delivered by Escrow Agent to Purchaser, and thereafter, Purchaser and Seller shall not have any further liability to the other under this Agreement except for those obligations herein which are specifically stated to survive the expressly surviving termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)
Title Review. (a) On or after the Effective Date, Seller has delivered to Purchaser may order (i) a current preliminary title commitment (such commitment, as it may be amended, supplemented and updated, the “"Preliminary Title Commitment”") from Land Services USA, Inc., as agent for (x) First American issued by the Title Insurance Company, (y) such other nationally recognized title insurance company mutually acceptable to Seller and in the amount of the Purchase Price, with Purchaser or (z) an alternate title insurance company (or alternate office) selected by Seller pursuant to Section 2.2(c) (as the “Title Company”)proposed insured, together with complete and legible copies of all instruments and documents of record referred to therein in the Preliminary Title Commitment as exceptions to titletitle to the Properties (the "Title Documents"), and copies of Uniform Commercial Code, judgment and tax lien searches ("Searches") in the name of Seller and the Properties issued by the Title Company or a search company acceptable to Purchaser. Seller shall obtain and deliver to Purchaser at Seller's cost and not later than ten (10) business days prior to the expiration of the Inspection Period, new surveys of the Properties, or revise, modify, or re-certify Seller's existing surveys ("Surveys"), using the certification form attached hereto as Exhibit F. During the Inspection Period, Purchaser shall review title to the Properties as disclosed by the Preliminary Title Commitment, the Searches and the Survey. The Properties shall be conveyed free and clear of monetary liens, security interests, and claims of liens or security interests (other than the lien for non-delinquent taxes and except for the mortgage indebtedness to be assumed by Purchaser as provided in Section 1.2 and shown on Exhibit C), and Seller shall remove at Closing (i) all such liens and security interests and (ii) a survey any exceptions to title that arise after the effective date of the Property from a reputable surveyor or surveying firm reasonably acceptable initial Preliminary Title Commitment delivered to Purchaser, with the exception of the amendments to the Title Company CCRs (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”see Paragraph 3.4). Seller shall have 5 Business Days from its receipt of such With respect to any other 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 Purchaserexceptions, Seller shall give cooperate with Purchaser notice thereof, it being understood and agreed that the failure of Seller to give remove 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 exceptions to which Purchaser has objectedobjects, Purchaser may elect either (i) to terminate this Agreement by notice given to but, unless Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing otherwise agrees in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Sellerwriting, Seller shall have a one-time right (but not no obligation to remove such exceptions. The term "Permitted Exceptions" means those specific exceptions in the obligation) to elect that the Preliminary Title Policy be issued by an alternate title insurance company (or an alternate office Commitment as of the Title Company) selected by end of the Inspection Period other than those that Seller from is required or has agreed to remove, any real estate taxes not yet due and payable, and rights of Tenants under the list of title insurance companies set forth on Schedule 2.2(c) attached heretoLeases as tenants only, without any right to purchase. In the event Seller so electsaddition, Seller Permitted Exceptions shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, include such access rights and utility easements as applicable) selected may be retained by Seller for the purpose benefit of issuing any adjoining property owned by Seller ("Seller Access and Easement Rights"). Seller and Purchaser will work cooperatively to establish mutually acceptable Seller Access and Easement Rights. This obligation shall survive Closing. Purchaser has not received the Title Policy Shelby 18 Parking Lot, nor Shelby 5 Parking title and survey information. Seller agrees to deliver such to Purchaser by January 5, 2005. Seller shall be responsible for 50% of also respond by January 5, 2005 to Purchaser's objection letters received by Seller on December 23, 2004. Purchaser then has until January 11, 2005 to review, comment and approve any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)such new deliveries so that the parties may agree on the Permitted Exceptions.
Appears in 1 contract
Title Review. (a) On or after the Effective Date, Purchaser may order Buyer hereby acknowledges receipt of (i) a Title Commitment No. ST8204 dated May 20, 1996, issued by ▇▇▇▇▇▇▇ Title Guaranty Company; (ii) all underlying exceptions disclosed by such title report or title commitment; and (iii) A.L.T.A./A.C.S.M. Land Title Survey of the Property dated September 12, 1995, prepared by Engineering, Inc Buyer shall have until the date which is thirty (30) days after the date of this Agreement (the "TITLE APPROVAL DATE") to obtain an updated title report or title commitment (the “Title Commitment”"TITLE REPORT") from Land Services USA, Inc., as agent for (x) First American Commonwealth 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”"TITLE COMPANY") reflecting and an update to the total area above-referenced survey (as updated, the "SURVEY") and to give Seller and Escrow Holder written notice ("BUYER'S TITLE NOTICE") of Buyer's disapproval or conditional approval (in its sole discretion) of any matters shown in or disclosed by the Title Report and/or the Survey (collectively, "TITLE"). The failure of Buyer to give ▇▇▇▇▇'s Title Notice on or before the Title Approval Date shall be deemed to constitute Buyer's approval of the Propertymatters shown in or disclosed by the Title Report and the Survey. If Buyer disapproves or conditionally approves any of the matters shown in or disclosed by the Title Report or the Survey, the location Seller may, within five (5) days after its receipt of all improvementsBuyer's Title Notice, recorded easements and encroachmentselect to eliminate or ameliorate to Buyer's satisfaction (in its sole discretion) such disapproved or conditionally approved matters by giving Buyer written notice (which shall hereinafter be referred to as "SELLER'S TITLE NOTICE") of those disapproved or conditionally approved matters, if any, located thereon and all building and set back lines and plottable matters of record with respect thereto.
(b) Prior which ▇▇▇▇▇▇ agrees to the Expiration of the Due Diligence Period, Purchaser shall deliver written notice exercise good faith efforts to Seller of any title matters, other than Permitted Exceptions, identified in either eliminate from the Title Commitment Policy or shown cause to be corrected on the Survey as exceptions to title to the Property or to ameliorate to Buyer's satisfaction (or any supplements or updates theretoin its sole discretion) which Purchaser finds objectionable (“Title Objections”)by the Closing Date. Seller shall have 5 Business Days from its receipt of such title objection notice from Purchaser Notwithstanding anything to notify Purchaser whether Seller commits the contrary contained herein, ▇▇▇▇▇▇ agrees 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 Closingthe Closing Date all disapproved matters which constitute monetary liens or encumbrances (except the Existing Encumbrance and the lien of taxes not yet due and payable). Any If Seller fails to timely deliver ▇▇▇▇▇▇'s Title Notice, then Seller will be deemed to have elected not to eliminate or ameliorate any disapproved or conditionally approved matters set forth in Buyer's Title Notice. If Seller does not timely deliver Seller's Title Notice or does not elect in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters as provided above, Buyer shall have the right, exercised (in its sole discretion), by written notice delivered to Seller and Escrow Holder within five (5) days following the earlier of receipt of Seller's Title Commitment Notice 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 timely provide a Seller's Title Notice, to (a) waive its prior disapproval or conditional approval, in which event said disapproved or conditionally approved matter(s) shall be deemed an approved, or (b) terminate this Agreement and the Escrow, in which event this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate, subject to the terms of Paragraphs 3(a), 9, 17, 18, 19, 21, 22 and 25 (collectively, the "SURVIVING PROVISIONS"). The failure of Buyer to deliver a written waiver described above to Seller and Escrow Holder within five (5) days after Seller's failure to timely give a Seller's Title Notice or election by Seller in Seller's Title Notice not to remedy any such mattersthe disapproved or conditionally approved matter shall be deemed ▇▇▇▇▇'s election to so terminate this Agreement. If Seller shall be elected in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters of a non-monetary nature, but Seller, despite its commercially reasonable efforts, has been unable to do so to Buyer's satisfaction (in its sole discretion) by the Scheduled Closing Date, then either Buyer or unwilling to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objected, Purchaser may elect either (i) to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations the right; by a writing delivered to the other hereunderand Escrow Holder, except to extend the Scheduled Closing Date for those obligations which expressly survive a period up to thirty (30) days to allow Seller to complete such remedy. If as of the termination of this Agreement or extended Scheduled Closing Date, the disapproved matter has not been remedied to ▇▇▇▇▇'s satisfaction (iiin its sole discretion) as evidenced by ▇▇▇▇▇'s notice to proceed to Closing in accordance with the terms Seller and conditions of Escrow Agent, this Agreement, notwithstanding such matters the Escrow and without any abatement or reduction the rights and obligations of the parties hereunder shall terminate, except as provided in the Purchase Price on account thereofSurviving Provisions. If any matter arises that was not previously In the event Title Company issues one or more supplements to the Title Report (each a "SUPPLEMENT"), the foregoing provisions will apply to Buyer's review, approval and/or disapproval of matters disclosed in the Title Commitment or on the Survey Supplement and Seller's response thereto, except that (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall A) Buyer will have five (5) Business Days business days following receipt of the Supplement and any underlying documents referred to therein within which to give ▇▇▇▇▇'s Title Notice, provided; however, that if the matter disclosed in the Supplement reasonably appears from the information then available that it may affect building improvements and such matter must be located on a survey in order to identify its actual impact on the Property, Buyer shall have eight (8) business days following the receipt of the Supplement within which to give ▇▇▇▇▇'s Title Notice, (B) Seller will have five (5) business days after receipt of Buyer's Title Notice within which to give Seller's Title Notice and (C) any matter shown in or disclosed by the Supplement that was created by ▇▇▇▇▇'s acts, will be deemed approved by Buyer. The Closing Date shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing extended as may be necessary to accommodate the new title exception, together with a legible copy of any such new matter, foregoing notice periods and Seller's right to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, eliminate or ameliorate matters disclosed by the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this AgreementSupplement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Appears in 1 contract
Title Review. (a) On or before the date that is thirty (30) days after the Effective Date, Purchaser may order (i) Seller shall cause the Title Company to deliver to Buyer a title commitment report with respect to the Property (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 CompanyReport”), together with complete and legible copies within ten (10) days of all instruments and documents referred receipt of such title report, ▇▇▇▇▇ shall deliver to therein as exceptions to titleSeller a written notice of any title objections, and (ii) a which may be based on any survey of the Property that Buyer may obtain, or based upon any survey of the Property received from a reputable surveyor or surveying firm reasonably acceptable to the Title Company Seller (the “SurveyObjection Notice”). If Buyer does not deliver the Objection Notice within such 10-day period, then it shall be deemed to have accepted all matters reflected in the Title Report, and all such matters shall be deemed Permitted Exceptions. Seller may agree to remedy the title objections identified in the Objection Notice by written notice to Buyer (the “Objection Response”) reflecting the total area delivered within ten (10) days after its receipt of the PropertyObjection Notice. Notwithstanding the foregoing, all title encumbrances that can be removed solely by the location payment of all improvementsmoney, recorded easements such as mortgages or statutory liens, shall be deemed Permitted Exceptions. If Seller does not deliver the Objection Response within the above 10-day period, then it shall be deemed to have elected not to cure the title objections identified in the Objection Notice, in which case Buyer may elect either to: (a) proceed to Closing, in which case Buyer shall accept title to the Property subject to the objections that Seller has not agreed to cure or remedy (and encroachments, if any, located thereon and all building and set back lines and plottable such matters of record with respect thereto.
shall be deemed Permitted Exceptions); or (b) Prior to the Expiration terminate this Agreement by delivery 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 within ten (or any supplements or updates thereto10) which Purchaser finds objectionable (“Title Objections”). Seller shall have 5 Business Days from business days after its receipt of such title objection the Objection Response or the expiration of Seller’s 10-day response period. If ▇▇▇▇▇ does not deliver 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 Closingof its election within said 10-day period, 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) it 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) elected to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereofClosing. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added issues a supplement to such Title Commitment by the Title Company at or prior Report, including any supplement issues subsequent to ClosingFinal Plat Recording, Purchaser the procedure in this Section 8 shall apply to the supplement, except that Buyer shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s days following receipt of such updated Title Commitment showing the new title exception, together with a legible copy supplement to notify Seller of its disapproval of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Sellerexceptions, Seller shall have a one-time right five (but not the obligation5) days to give Buyer notice that Seller will remove any new objected to exceptions, Buyer shall have five (5) days to elect that to proceed to Closing, and the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller Closing Date shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in automatically extended to accommodate this Section 2.2(c)process.
Appears in 1 contract
Title Review. (a) On or Promptly after the Effective Date, Purchaser may the Parties shall order (i) from Title Company, at Seller’s expense, a current ALTA 2006 form of title insurance commitment (the “Title Commitment”) from Land Services USAfor the Property, 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 which shall include legible copies of all instruments and documents referred to therein as rights, easements, encumbrances, including, without limitation, all exceptions to titlelisted in Schedule B-2, and (ii) copies of which shall be delivered to Seller and Buyer. Buyer may, in ▇▇▇▇▇’s sole discretion and at ▇▇▇▇▇’s sole cost and expense, elect to order a current ALTA/ASCM survey of the Property from a reputable surveyor or surveying firm reasonably acceptable satisfying Buyer’s customary survey requirements and satisfactory to the Title Company so as to allow Title Company to issue an ALTA extended coverage owner’s policy of title insurance if Buyer elects such coverage (the “Survey”) reflecting ). The Commitment shall show the total area status of title to the Property as of the Property, date of the location Commitment and shall be accompanied by legible copies 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 documents referred 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 Commitment. Buyer may review 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 ClosingCommitment, provided, however that Seller shall be obligated to remove or cause the removal from the land records legible copies of all Monetary Liens at or prior to Closing. Any matters set forth exception items shown 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extendedSurvey, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to and provide Seller with written notice of its objection any unacceptable title and/or survey matters (“Disapproved Matter”) on or before the expiration of the Investigation Period. If, prior to any such new title exception Closing, Title Company issues a supplement or amendment to the Commitment (each a an “New Objection”, and collectively, the “New ObjectionsAmended Commitment”). If Seller does not elect to remove or cure New Objections prior to Closing , Buyer shall have ten (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller10) days from the date of Buyer’s receipt of Purchaser’s the Amended Commitment, or prior to Closing, (as applicable, “Supplemental Review Period”) in which to give notice setting forth such New Objectionsof dissatisfaction as to any additional Disapproved Matters. If Buyer gives timely notice of any Disapproved Matter, Purchaser then Buyer may, by written giving notice to SellerSeller within the Investigation Period or Supplemental Review Period, as applicable, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (iia) terminate this Agreement, and in which case the latter event the entire ▇▇▇▇▇▇▇ Money Deposit and accrued interest thereon shall be returned to PurchaserBuyer, and thereafteror (b) provisionally accept title subject to Seller’s removal of the Disapproved Matters, except for those obligations herein in which are specifically stated case Seller will use commercially reasonable efforts, at Seller’s expense, to survive remove the termination of this Agreement, neither party shall have any further right, liability Disapproved Matters or obligation under this Agreement.
(c) In connection with obtain title insurance endorsements satisfactory to Buyer against such Disapproved Matters before the issuance of an ALTA 15-06 endorsement to Closing. If Seller cannot remove such Disapproved Matters before the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy then, at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating SellerBuyer’s election, Purchaser shall engage the alternate entire ▇▇▇▇▇▇▇ Money Deposit will be returned to Buyer and this Agreement will be cancelled, or Buyer may waive such objections and the transaction will close as scheduled. If Buyer does not object to a title insurance company (or alternate office survey matter disclosed in the Commitment or the Survey before the expiration of the Title CompanyInvestigation Period or the Supplemental Review Period, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller , such matter shall be responsible for 50% deemed to have been approved by Buyer and all of any additional search and exam fees resulting from Seller’s exercise of its rights such matters, along with all exceptions to title set forth in the Commitment or Amended Commitment and the Survey to which Buyer objects, but subsequently waives such objection, or which objection is cured by Seller pursuant to this Section 2.2(c)Section, shall be deemed to be the “Permitted Exceptions.” Seller shall cause all mortgage and other monetary and financing liens encumbering the Property to be removed at or before Closing and such liens shall not constitute Permitted Exceptions.
Appears in 1 contract
Sources: Purchase Agreement
Title Review. (a) On or after During the Effective DateTitle and Survey Review Period, Purchaser may order (i) a Buyer shall review 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 Real Property as disclosed by the Title Company (Commitment and 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 . All 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 shown in the Title Commitment or shown on Commitment, the Title Documents and the Survey (or any supplements or updates theretoif any) which Purchaser finds objectionable are not objected to by Buyer by delivery of written notice thereof (“Buyer’s Title Objection Notice”) to Seller on or before the end of the Title and Survey Review Period shall be conclusively deemed to be accepted by Buyer. If Buyer timely delivers to Seller Buyer’s Title Objection Notice prior to the end of the Title and Survey Review Period specifying Buyer’s objection to any title exception pertaining to the Real Property shown in the Title Commitment, the Title Documents and the Survey (if any) (each a “Title Objection” and collectively the “Title Objections”). , Seller may, but shall not be obligated to, eliminate or cure (by title endorsement from the Title Company or otherwise) some or all of such Title Objections; provided, however, if Seller is able and willing to eliminate or cure some or all of such Title Objections, Seller shall have 5 Business Days from its receipt notify Buyer in writing within ten (10) days after the end of such title objection notice from Purchaser to notify Purchaser whether Seller commits to cause such the Title and Survey Review Period (“Seller’s Notice Period”) of those Title Objections Seller intends to be removed from eliminate or cure (said notice hereinafter called “Seller’s Title Notice”) and in which case the land records elimination or insured over (and with any such matters proposed to be insured over curing by Seller of the Title Company) at Closing, provided, however that Objections specified by Seller for cure or elimination in Seller’s Title Notice shall be obligated completed on or before the Closing Date. If Seller does not deliver Seller’s Title Notice 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 Buyer within Seller’s Notice Period, Buyer is deemed to be Permitted Exceptions. If, for any reason, notified that Seller is unable or unwilling to take such actions as may be required to remedy eliminate or remove from cure 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 mattersObjections. 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of does not timely deliver Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement Title Notice or (ii) notifies or is deemed to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises have notified Buyer that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement cure any particular Title Objection, Buyer shall be deemed to have waived those Title Objections which Seller is unable or unwilling to eliminate or cure unless on or before the end of the Inspection Period, Buyer delivers to Seller and Escrow Holder Buyer’s Due Diligence Termination Notice terminating this Agreement pursuant to Section 4.3. Notwithstanding anything herein to the Title Policy at Closing contrary, if Buyer’s right to terminate this Agreement pursuant to the foregoing provisions of this Section 5.3 has not expired prior thereto, it shall expire upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office expiration of the Title Company) selected by Seller from Inspection Period. Notwithstanding the list foregoing provisions of title insurance companies set forth on Schedule 2.2(c) attached hereto. In this Section 5.3 to the event Seller so electscontrary, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy Buyer and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights acknowledge that although Seller has no obligation (unless specifically set forth in Seller’s Title Notice) to cure any title matters, subject to Buyer’s full performance under this Section 2.2(cAgreement, Seller agrees to deliver title to the Real Property at Closing free and clear of liens of the deeds of trust and/or mortgages 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 further agree to remove any title exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Buyer’s consent (if requested, such consent shall not be unreasonably withheld or delayed).
Appears in 1 contract
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 During 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 Survey Review Period, Purchaser shall deliver written notice review title to Seller of any title matters, other than Permitted Exceptions, identified in the Property as disclosed by the Title Commitment or shown on and the Survey. Purchaser shall have the right, up until expiration of the Title and Survey (or any supplements or updates thereto) which Purchaser finds objectionable Review Period, to object in writing (“Title ObjectionsPurchaser’s Exception Notice”). Seller shall have 5 Business Days from its receipt of such ) to any 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 which are disclosed in the Title Commitment or Survey and not so (herein collectively called “Liens”). Unless Purchaser shall timely object to the Liens, such Liens shall be deemed to constitute “Permitted Exceptions”. Any exceptions which are timely objected to by Purchaser (other than Monetary Liens) shall be deemed to be Permitted Exceptions. herein collectively called the “Title Objections.” If, for any reasonon or before two (2) business days before the end of the Inspection Period, Seller is unable fails to cause or unwilling covenant to take such actions as may be required Purchaser in writing to remedy remove or remove from the land records endorse over any Title Objections prior to the Closing in a manner satisfactory to Purchaser in its sole and absolute discretion (other than Monetary Liens) objected Seller having no obligation to by Purchaser, Seller shall give Purchaser notice thereof, it being understood and agreed that the failure of Seller agree 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 cure or correct any such matters. If Seller shall be unable or unwilling to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objectedObjections), Purchaser may elect elect, prior to the expiration of the Inspection Period to either (ia) to terminate this Agreement by giving written notice given to Seller within 5 Business Days following and Escrow Agent, in which event the ▇▇▇▇▇▇▇ Money (if previously deposited by Purchaser’s receipt of Seller’s notice, whereupon the Deposit ) shall be refunded returned to Purchaser and neither party and, thereafter, the parties shall have any no further rights or obligations to the other hereunder, hereunder except for those obligations which expressly survive the termination of this Agreement Agreement, or (iib) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Purchaser shall have the right to amend Purchaser’s Exception Notice (“Purchaser’s Amended Exception Notice”) to proceed object to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such any title matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was are not previously Permitted Exceptions which are first disclosed in any supplemental reports or updates to the Title Commitment or on Survey delivered to Purchaser after the Survey (as end of the Inspection Period provided that Purchaser objects to the same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have within five (5) Business Days (and the Closing shall be extended, if necessary) days after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).applicable supplemental reports or
Appears in 1 contract
Sources: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Title Review. (a) On or after At the Effective DateClosing, Purchaser may order (i) a title commitment (if 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 Closing Conditions have been satisfied (or alternate office) selected by Seller pursuant to Section 2.2(c) (the “Title Company”waived), together with complete the Seller shall deliver good and legible copies marketable title to the Leased Property (or, if applicable, to any applicable Designee), free and clear 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, Liens 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 on or before the Closing Date, the Buyer determines that title to the Leased Property is subject to 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 (matter other than Monetary Liens) objected the Permitted Exceptions, the Buyer shall provide the Seller with written notice that title to the Leased Property is subject to any matters other than the Permitted Exceptions (the "Title Objection Notice"). The Title Objection Notice shall identify with specificity the objections asserted by Purchaser, Seller the Buyer and the Closing Date shall give Purchaser notice thereof, it being understood and agreed that be extended in accordance with Section 12 of this Agreement in order to allow 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 remove all defects in title. Notwithstanding anything to remedy the contrary set forth herein, but without implying, in any such matters. If Seller shall be unable or unwilling to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objectedway, Purchaser may elect either that (i) the Buyer's obligations hereunder are subject to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement a financing contingency or (ii) the Buyer may object to proceed any Permitted Exceptions or refuse
(1) the Buyer shall notify the Seller in writing (the "Optional Title Notice") that its lender refuses to finance the Buyer's acquisition of the Leased Property due to the Optional Title Matters and (2) the Seller shall cooperate with all reasonable requests from the Buyer in connection with any efforts made by the Buyer (at the Buyer's sole cost and expense) to release, remove and/or otherwise correct, satisfy or address the Optional Title Matters, including, without limitation, executing and delivering any instrument required because the Seller is the record title holder to the Leased Property (as long as the Seller is not required to assume or undertake any obligations under any such instrument or make any representations regarding the Leased Property). Notwithstanding anything to the contrary set forth herein, in the event that the Buyer has exercised its Option Right in accordance with the terms hereof, any subsequent failure by the Buyer to consummate the Closing in accordance with the terms and conditions hereof because of this Agreement, notwithstanding such matters and without any abatement or reduction in Optional Title Matter (provided that all of the Purchase Price on account thereof. If any matter arises that was not previously disclosed in other Closing Conditions precedent to the Title Commitment or on Buyer's obligation to consummate the Survey (as same may Closing have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser satisfied) shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with constitute a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this AgreementBuyer Default.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Appears in 1 contract
Sources: Option, Settlement and Release Agreement (Balanced Care Corp)
Title Review. (a) On or after the Effective Date, Purchaser may order (i) a title commitment Buyer shall notify Seller in writing (the “Title CommitmentNotice”) not less than five (5) business days prior to expiration of the Inspection Period as to which matters, if any, within the Title Report or shown on the Survey that are not Permitted Exceptions set forth in Section 2.4 below are not acceptable to Buyer as determined by Buyer in its sole and absolute discretion (individually, a “Disapproved Title Matter”). Except as otherwise herein expressly provided, any matter disclosed as an exception to title in the Title Report or expressly disclosed or shown on the Survey that Buyer fails to so disapprove in a Title Notice delivered prior to the expiration of the Inspection Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Notice indicating a Disapproved Title Matter, then Seller shall have three (3) business days after receipt of such Title Notice to notify Buyer in writing (a “Title Response Notice”) that Seller elects either to (i) use commercially reasonable efforts to remove such Disapproved Title Matter from Land Services USAtitle to the Property on or before the Closing, Inc.or (ii) not remove such Disapproved Title Matter from title to the Property for all purposes of this Agreement. If Seller fails to deliver a Title Response Notice as to a particular Disapproved Title Matter within such three (3) business day period, then Seller shall be deemed to have made the election in the preceding clause (ii) above as agent for to such Disapproved Title Matter. For sake of clarity, if Seller secures an endorsement to the Title Policy (as defined below) or an omission of the Disapproved Title Matter or any Additional Title Matter (as defined below) therefrom, then the same shall in each case be deemed a removal thereof from title to the Property. If Seller makes (or is deemed to have made) the election in the preceding clause (ii) above as to any Disapproved Title Matter, then Buyer shall have two (2) business days from the earlier of (A) the date it receives the Title Response Notice making such election, or (B) the date that Seller is deemed to have made such election as to such Disapproved Title Matter (but not later than the expiration of the Inspection Period with respect to any Disapproved Title Matters described in this Section 2.3(a)), within which to notify Seller in writing that Buyer elects (in Buyer’s sole and absolute discretion) to either (x) First American nevertheless proceed with the purchase and take title to the Property subject to such Disapproved Title Insurance CompanyMatter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (x) above, then any such other nationally recognized title insurance company mutually acceptable Disapproved Title Matter shall be deemed a Permitted Exception. If Buyer fails to notify Seller in writing of its election within said two (2) business day period, then Buyer shall be deemed to have made the election set forth in the preceding clause (x) above. If Buyer makes the election set forth in the preceding clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to a return of the ▇▇▇▇▇▇▇ Money (less the Independent Consideration, which shall be paid to Seller), and Seller and Purchaser Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive termination of this Agreement.
(zb) an alternate title insurance company Buyer shall have three (3) business days after receipt of any update to the Title Report or alternate office) selected by Seller pursuant to Section 2.2(c) the Survey issued after the Inspection Period (the each a “Title CompanyUpdate”), together with complete and legible copies if any, to notify Seller, in writing, of all instruments and documents referred any objections Buyer may have to therein any exception contained in such Title Update which (i) was not otherwise disclosed by the Title Report, the Survey or any earlier Title Update or otherwise known by Buyer, as exceptions applicable, prior to titlethe Effective Date or the date on which Buyer notified Seller of any objections to any exception contained in any prior Title Update, and (ii) was not caused by Buyer or any other party on behalf of Buyer (“Additional Title Matter”). If Buyer notifies Seller, in writing, of objections to such exceptions shown on a survey Title Update, Seller shall have the right, but not the obligation, to cure such exceptions. Within three (3) business days after receipt of Buyer’s notice of objections, Seller shall notify Buyer in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure, Seller shall have the right to attempt to remove, satisfy or cure the same, and for this purpose, Seller shall, at Seller’s election, be entitled to a reasonable adjournment of the Closing if additional time is required; provided, however, that in no event shall such adjournment be for a period longer than fifteen (15) business days after the original scheduled Closing Date. If Seller elects not to cure any objections specified in Buyer’s notice, or if Seller is unable to effect a cure of those objections which it elected to cure prior to the Closing Date (or any later date to which the Closing has been adjourned) and so notifies Buyer in writing, or if Seller fails to respond to Buyer’s notice within said three (3) business day period (and, for the avoidance of doubt, Seller’s failure to respond within said three (3) business day period shall be deemed Seller’s election to not to cure those objections specified in Buyer’s notice), Buyer shall have the following options: (1) to accept a conveyance of the Property from a reputable surveyor or surveying firm reasonably acceptable subject 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 any matter in the any 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 Update not so timely objected to by Purchaser Buyer hereunder and any exceptions objected to by Buyer which Seller is unwilling or unable to cure (other than Monetary Liens) each of such matters and exceptions shall also be deemed to be Permitted Exceptions. If), for any reason, Seller is unable and without reduction of the Purchase Price; 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 (i2) to terminate this Agreement by sending written notice given thereof to Seller within 5 Business Days following Purchaser’s receipt Seller, and upon delivery of Seller’s noticesuch notice of termination, whereupon this Agreement shall terminate and the Deposit ▇▇▇▇▇▇▇ Money shall be refunded returned to Purchaser Buyer, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the other hereunderextent that any right, except for those obligations obligation or liability set forth herein expressly survives termination of this Agreement. The foregoing election may be made by Buyer in its sole and absolute discretion. If Seller notifies Buyer that Seller does not intend to attempt to cure any title objection or fails to respond to Buyer’s notice within said three (3) business day period; or if, having commenced attempts to cure any objection, Seller later notifies Buyer in writing that Seller will be unable to effect a cure thereof, Buyer shall, within five (5) days after such notice has been given, notify Seller in writing whether Buyer shall elect to accept the conveyance under clause (1) of the immediately preceding sentence or to terminate this Agreement under clause (2) of the immediately preceding sentence, which expressly survive the election may be made by Buyer in Buyer’s sole and absolute discretion. Buyer’s failure to notify Seller of termination of this Agreement or within such five (ii5) day period shall be deemed to be an irrevocable election under the preceding clause (1) to proceed to Closing in accordance with accept conveyance of the terms and conditions Property. Notwithstanding any provision of this AgreementAgreement to the contrary, notwithstanding such matters in no event shall Seller have any obligation to cure any title matter objected to by Buyer except for Seller Monetary Liens as provided in Section 2.3(c) below.
(c) Notwithstanding anything contained in this Section 2.3 to the contrary, at or prior to the Closing, Seller shall be obligated to pay and without any abatement discharge or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment otherwise cure (or on the Survey (as same may have been updated), is discovered by Purchaser or by the cause Title Company to omit or insure over such objections) all delinquent taxes affecting the Real Property that are due and is added to such Title Commitment by the Title Company payable at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt liens secured by deeds of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove trust or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice mortgages securing loans made to Seller, either (i) agree mechanics’ liens relating to accept title subject to the exceptions which Seller is unable to remove work authorized by or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreementon behalf of Seller, and in judgment liens against Seller recorded against the latter event the Deposit and accrued interest thereon shall be returned Real Property (collectively, “Seller Monetary Liens”), regardless of whether or not Buyer objects to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreementsuch Seller Monetary Liens.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Title Review. Buyer will have the opportunity to review title matters respecting the Locations in accordance with the following provisions:
(a) On or after Upon the Effective Dateopening of the Escrow, Purchaser Buyer, at its sole cost, may order (i) have 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 ) of Buyer’s choice issue to Buyer (with complete and legible copies of all instruments and documents referred a copy to therein as exceptions to title, and (iiSeller) a survey of the Property from a reputable surveyor or surveying firm reasonably acceptable to the Title Company preliminary report (the “SurveyPreliminary Report”) reflecting for such form of CLTA or ALTA Leasehold Policy of Title Insurance (the total area “Title Policy”) respecting each Location as Buyer may elect. If Buyer does not give written notice of cancellation during the Cancellation Period (as defined in Section 7.1), then after the expiration of the Property, Cancellation Period and until 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 expiration of the Due Diligence Period, Purchaser shall deliver Inspection Period (as defined in Section 6.3) Buyer may give written notice to Seller of its approval or disapproval of each title exception (the “Exceptions”) shown in each Preliminary Report. Failure by Buyer to give written notice of approval or disapproval of the Exceptions in a given Preliminary Report before the expiration of the Inspection Period will be deemed to be approval of the Exceptions in such Preliminary Report. If Buyer so gives written notice of disapproval of any title mattersExceptions in a given Preliminary Report, other than Permitted Exceptions, identified in the Title Commitment or shown on the Survey Seller will have ten (or any supplements or updates thereto10) which Purchaser finds objectionable (“Title Objections”). Seller shall have 5 Business Days from its days following receipt of such title objection the disapproval in which to give written notice from Purchaser to notify Purchaser whether Seller commits to Buyer that it will either (a) remove or 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 Companydisapproved Exceptions or (b) at Closing, provided, however that Seller shall be obligated to remove or cause eliminate the removal Location which is the subject of such Preliminary Report 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 matterstransaction under this Agreement. If Seller shall be unable or unwilling to remedy any Title Objections gives written notice of its election under (other than Monetary Liensb) as to which Purchaser has objectedabove, Purchaser Buyer may elect either (i) to terminate this Agreement by written notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days days thereafter waive the disapproved Exceptions and negate Seller’s election under (b) above. If a Location is eliminated by Seller, such Location and its related Assets will be deemed to be Excluded Assets and the Closing shall price for the Locations will be extendedreduced by the amount allocated to such Location on attached Exhibit C.
(b) Notwithstanding the foregoing provisions of Section 6.2(a) to the contrary, if necessary) after Purchaser’s receipt Buyer will have no right to disapprove of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either following Exceptions: (i) agree to accept title subject to liens for taxes and assessments not yet delinquent or the exceptions validity of which Seller is unable to remove or cause to be removed (being contested in which case such exceptions shall be considered Permitted Exceptions) or good faith by appropriate proceedings; (ii) terminate this Agreementall utility company rights and easements, provided that the same do not materially adversely affect the use of a Location for the purposes permitted by the Lease applicable to such Location; (iii) all laws, rules, regulations, statutes or ordinances affecting a Location; (iv) all ground leases, mortgages and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein deeds of trust which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement superior to the Title Policy at ClosingLease applicable to a Location; and (iv) any encumbrances, in easements and other restrictions which do not materially adversely affect the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have use of a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller Location for the purpose of issuing purposes permitted by the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Lease applicable to such Location.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Unified Western Grocers Inc)
Title Review. At each Closing, if the Closing Conditions have been satisfied (a) On or after waived), the Effective Seller shall deliver title to the applicable Facility and the portion of the Leased Property relating thereto to the Buyer (or, if applicable, to a Designee), subject only to the applicable Permitted Exceptions relating to such Facility (and the applicable portion of the Leased Property relating thereto). If, on or before the applicable Closing Date, Purchaser may order (i) a the Buyer determines that title commitment to the portion of the Leased Property to be conveyed is subject to any matter other than the applicable Permitted Exceptions, the Buyer shall provide the Seller with written notice that title to such portion of the Leased Property is subject to any matters other than such applicable Permitted Exceptions (the “"Title Commitment”) from Land Services USA, Inc., as agent for (x) First American Objection Notice"). The Title Insurance Company, (y) such other nationally recognized title insurance company mutually acceptable Objection Notice shall identify with specificity the objections asserted by the Buyer and the applicable Closing Date shall be extended in accordance with Section 10 of this Agreement in order to allow the 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 remove all instruments and documents referred to therein as exceptions to defects in 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.
(b1) Prior the Buyer shall notify the Seller in writing (the "Optional Title Notice") that its lender refuses to finance the Buyer's acquisition of the Leased Property due to the Expiration of Optional Title Matters and (2) the Due Diligence PeriodSeller shall cooperate with all reasonable requests from the Buyer in connection with any efforts made by the Buyer (at the Buyer's sole cost and expense) to release, Purchaser shall deliver written notice remove and/or otherwise correct, satisfy or address the Optional Title Matters, including, without limitation, executing and delivering any instrument required because the Seller is the record title holder to the Leased Property (as long as the Seller of is not required to assume or undertake any title mattersobligations under any such instrument or make any representations regarding the Leased Property). Notwithstanding anything to the contrary set forth herein, other than Permitted Exceptions, identified in the Title Commitment or shown on event that the Survey (or Buyer has exercised its Option Right with respect to 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 Facility, in accordance with the land records or insured over (and with terms hereof, any such matters proposed to be insured over subsequent failure by the Title Company) at Closing, provided, however that Seller shall be obligated Buyer 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 consummate 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions hereof because of this Agreement, notwithstanding any Optional Title Matter (provided that all of the other Closing Conditions precedent to the Buyer's obligation to consummate such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may Closing have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser satisfied) shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with constitute a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this AgreementBuyer Default.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Appears in 1 contract
Title Review. Within thirty (a30) On or after days from the Effective Date, Purchaser may order (i) District shall obtain a preliminary title commitment (report disclosing the “Title Commitment”) from Land Services USA, Inc., as agent for (x) First American Title Insurance Company, (y) such other nationally recognized condition of 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 . During the Due Diligence Period, Purchaser DISTRICT shall review a preliminary title report, together with copies of all written instruments creating the exceptions specified therein, and plat maps plotting all easements specified therein (collectively, the “Preliminary Title Report”). DISTRICT shall notify CITY in writing on or before the expiration of the Due Diligence Period of any objections DISTRICT may have to the title exceptions contained in the Preliminary Title Report (“DISTRICT’s Objection Notice”) and/or of approval of any exceptions to title shown on the Title Report (“DISTRICT’s Approval Notice”). DISTRICT’s failure to provide CITY with a DISTRICT’s Objection Notice within said period shall constitute DISTRICT’s approval of all exceptions to title shown on the Title Report. CITY shall have a period of ten (10) days after receipt of DISTRICT’s Objection Notice in which to 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 DISTRICT (“Title ObjectionsCITY’s Notice”). Seller shall have 5 Business Days from its receipt ) of such title objection notice from Purchaser CITY’s election 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject remove or cure the objected to items prior to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) transfer of title, or (ii) terminate this Agreementdecline to remove or cure any such title exceptions. If CITY notifies DISTRICT that CITY declines to remove or cure the objected to items, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party DISTRICT shall have any further the right, liability by written notice delivered to CITY within ten (10) days after DISTRICT’s receipt of CITY’s Notice, to agree to accept the Property subject to the objected to items and DISTRICT shall take title at the time of transfer subject to such objected to items. DISTRICT agrees to pay for the cost of the Preliminary Title Report and any other supplemental reports, final Title Reports, or obligation under this Agreement.
(c) In connection with Title Policy required by DISTRICT, in its sole discretion. Upon the issuance of an ALTA 15-06 endorsement any amendment or supplement to the Preliminary Title Policy at ClosingReport which adds additional exceptions, in or adds any new requirement, the event foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that the Title Company is unable DISTRICT’s initial period of review and approval or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms disapproval of any such additional exceptions shall be not less than thirty (30) calendar days following DISTRICT’s and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office its counsel’s receipt of the Title Companyinstrument(s) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any creating such additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)exceptions.
Appears in 1 contract
Sources: Sale/Purchase Agreement
Title Review. (a) On or after The provisions of this paragraph 4 shall apply equally to each Property. Buyer has the Effective Date, Purchaser may order right to review title to the Property and raise objections thereto (iexcept as provided in paragraph 3(d) a title commitment above) during the ten (10) day period commencing on the “Title Commitment”) from Land Services USA, Inc., as agent for (x) First American Title Insurance Company, (y) such other nationally recognized date Buyer receives the title insurance company mutually acceptable commitment with respect 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, as discussed below. In the location of all improvementsevent Buyer wishes to raise any objections to the title to the Property (except as provided in paragraph 3(d) above), recorded easements and encroachmentsBuyer 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, if anyin accordance with paragraph 4(b) below, located thereon and all building and then Buyer shall be deemed to have agreed to accept title to the Property in the state as set back lines and plottable matters of record with respect theretoforth in the title insurance commitment.
(b) Prior 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 State of New York (hereinafter referred to as the "Title Company") which shall commit to insure at Closing Buyer's title to the Expiration Property. Buyer, within ten (10) days after receipt of the Due Diligence PeriodTitle Commitment, Purchaser shall deliver notify Seller in writing of any objections as to the marketability of title matters reflected in such Title Commitment (except as may be 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 the status of title of the Property. If Buyer shall notify Seller in writing of any objections as to the marketability of title matters, other than Permitted Exceptions, identified 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 shown on the Survey (or any supplements or updates thereto) which Purchaser finds objectionable (“Title Objections”)right not to cure said objections. Seller shall have 5 Business Days from notify Buyer as to 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 election within ten (and with any such matters proposed to be insured over by the Title Company10) 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 days after receipt of Purchaser’s Buyer's notice of objection shall be deemed an election by Seller not to remedy any such mattersobjections. If Seller shall be unable or unwilling elect not to remedy any Title Objections (other than Monetary Liens) as cure said objections, then Buyer shall have the right to which Purchaser has objected, Purchaser may elect either (i) to terminate this Agreement by notice given accept title subject to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and objected items without any abatement or reduction in the Purchase Price on account thereofor to terminate this Contract. Buyer shall notify Seller as to its election within seven (7) days of receipt of Seller's notice to Buyer of its election not to cure said objections. If Buyer shall fail to give Seller such notice of Buyer's election either to accept title or to terminate this Contract within the time specified, it shall be presumed conclusively that Buyer has elected to accept title to the Property subject to such objected items without any matter arises that was not previously disclosed reduction in the Title Commitment or on Purchase Price. If Buyer elects to terminate this Contract within the Survey time specified above, neither Buyer nor Seller shall have any further liability hereunder (except as same may have been updatedotherwise expressly provided in this Contract), is discovered by Purchaser provided, however, the Contract Deposit (or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5so much as has been deposited) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing returned to the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”Buyer, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller Buyer shall be obligated to cure), which such election shall be given by notice pay all charges relating to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) said Title Commitment. In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Seller elects to cure any objections raised by Buyer concerning said Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to SellerCommitment, Seller shall have a one-reasonable period of time within which to cure such objections. After Buyer has approved the state of title as per the above, Buyer shall have no right (but not to object to the obligation) state of title to elect that the Title Policy be issued by an alternate Property, except as to any encumbrances on title insurance company (or an alternate office of the Title Company) selected caused by Seller from between said time title was so approved and the list date of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Closing.
Appears in 1 contract
Title Review. (a) On or after the Effective Date, Purchaser may order Buyer hereby acknowledges receipt of (i) a Preliminary Report No. 123338 dated July 9, 1996, issued by ▇▇▇▇▇▇▇ Title of Modesto; (ii) all underlying exceptions disclosed by such title report or title commitment; and (iii) A.L.T.A./A.C.S.M. Land Title Survey of the Property dated September l, 1995, prepared by Psoma and Associates. Buyer shall have until the date which is thirty (30) days after the date of this Agreement (the "TITLE APPROVAL DATE") to obtain an updated title report or title commitment (the “Title Commitment”"TITLE REPORT") from Land Services USA, Inc., as agent for (x) First American Commonwealth 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”"TITLE COMPANY") reflecting and an update to the total area above-referenced survey (as updated, the "SURVEY") and to give Seller and Escrow Holder written notice ("BUYER'S TITLE NOTICE") of Buyer's disapproval or conditional approval (in its sole discretion) of any matters shown in or disclosed by the Title Report and/or the Survey (collectively, "TITLE"). The failure of Buyer to give ▇▇▇▇▇'s Title Notice on or before the Title Approval Date shall be deemed to constitute Buyer's approval of the Propertymatters shown in or disclosed by the Title Report and the Survey. If Buyer disapproves or conditionally approves any of the matters shown in or disclosed by the Title Report or the Survey, the location Seller may, within five (5) days after its receipt of all improvementsBuyer's Title Notice, recorded easements and encroachmentselect to eliminate or ameliorate to Buyer's satisfaction (in its sole discretion) such disapproved or conditionally approved matters by giving Buyer written notice (which shall hereinafter be referred to as "SELLER'S TITLE NOTICE") of those disapproved or conditionally approved matters, if any, located thereon and all building and set back lines and plottable matters of record with respect thereto.
(b) Prior which ▇▇▇▇▇▇ agrees to the Expiration of the Due Diligence Period, Purchaser shall deliver written notice exercise good faith efforts to Seller of any title matters, other than Permitted Exceptions, identified in either eliminate from the Title Commitment Policy or shown cause to be corrected on the Survey as exceptions to title to the Property or to ameliorate to Buyer's satisfaction (or any supplements or updates theretoin its sole discretion) which Purchaser finds objectionable (“Title Objections”)by the Closing Date. Seller shall have 5 Business Days from its receipt of such title objection notice from Purchaser Notwithstanding anything to notify Purchaser whether Seller commits the contrary contained herein, ▇▇▇▇▇▇ agrees 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 Closingthe Closing Date all disapproved matters which constitute monetary liens or encumbrances (except the Existing Encumbrance and the lien of taxes not yet due and payable). Any If Seller fails to timely deliver ▇▇▇▇▇▇'s Title Notice, then Seller will be deemed to have elected not to eliminate or ameliorate any disapproved or conditionally approved matters set forth in Buyer's Title Notice. If Seller does not timely deliver Seller's Title Notice or does not elect in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters as provided above, Buyer shall have the right, exercised (in its sole discretion), by written notice delivered to Seller and Escrow Holder within five (5) days following the earlier of receipt of Seller's Title Commitment Notice 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 timely provide a Seller's Title Notice, to (a) waive its prior disapproval or conditional approval, in which event said disapproved or conditionally approved matter(s) shall be deemed an approved, or (b) terminate this Agreement and the Escrow, in which event this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate, subject to the terms of Paragraphs 3(a), 9, 17, 18, 19, 21, 22 and 25 (collectively, the "SURVIVING PROVISIONS"). The failure of Buyer to deliver a written waiver described above to Seller and Escrow Holder within five (5) days after Seller's failure to timely give a Seller s Title Notice or election by Seller in Seller's Title Notice not to remedy any such mattersthe disapproved or conditionally approved matter shall be deemed Buyer's election to so terminate this Agreement. If Seller shall be elected in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters of a non-monetary nature, but Seller, despite its commercially reasonable efforts, has been unable to do so to Buyer's satisfaction (in its sole discretion) by the Scheduled Closing Date, then either Buyer or unwilling to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objected, Purchaser may elect either (i) to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations the right, by a writing delivered to the other hereunderand Escrow Holder, except to extend the Scheduled Closing Date for those obligations which expressly survive a period up to thirty (30) days to allow Seller to complete such remedy. If as of the termination of this Agreement or extended Scheduled Closing Date, the disapproved matter has not been remedied to ▇▇▇▇▇'s satisfaction (iiin its sole discretion) as evidenced by ▇▇▇▇▇'s notice to proceed to Closing in accordance with the terms Seller and conditions of Escrow Agent, this Agreement, notwithstanding such matters the Escrow and without any abatement or reduction the rights and obligations of the parties hereunder shall terminate, except as provided in the Purchase Price on account thereofSurviving Provisions. If any matter arises that was not previously In the event Title Company issues one or more supplements to the Title Report (each a "SUPPLEMENT"), the foregoing provisions will apply to Buyer's review, approval and/or disapproval of matters disclosed in the Title Commitment or on the Survey Supplement and Seller's response thereto, except that (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall A) Buyer will have five (5) Business Days business days following receipt of the Supplement and any underlying documents referred to therein within which to give Buyer's Title Notice, provided; however, that if the matter disclosed in the Supplement reasonably appears from the information then available that it may affect building improvements and such matter must be located on a survey in order to identify its actual impact on the Property, Buyer shall have eight (8) business days following the receipt of the Supplement within which to give Buyer's Title Notice, (B) Seller will have five (5) business days after receipt of Buyer's Title Notice within which to give Seller's Title Notice and (C) any matter shown in or disclosed by the Supplement that was created by ▇▇▇▇▇'s acts, will be deemed approved by ▇▇▇▇▇. The Closing Date shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing extended as may be necessary to accommodate the new title exception, together with a legible copy of any such new matter, foregoing notice periods and Seller's right to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, eliminate or ameliorate matters disclosed by the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this AgreementSupplement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Appears in 1 contract
Title Review. Unless Buyer gives written notice ("Title Disapproval Notice") that it disapproves the exceptions to title shown on the Title Report or the matters disclosed by the Survey, stating the exceptions or matters so disapproved (each, a "Disapproved Title Matter"), not later than Friday, December 11, 2015, Buyer shall be conclusively deemed to have approved the Survey and the Title Report. Upon receipt by Seller of a Title Disapproval Notice given in a timely manner, Seller shall have two (2) business days after the receipt of such notice to notify Buyer (being a “Seller Response Notice”) as to each properly disapproved Disapproved Title Matter either that: 4
(i) Seller elects not to cause such Disapproved Title Matter to be removed as of the Closing Date (or otherwise take any action with respect thereto), or (ii) Seller intends to either: (a) On use commercially reasonable efforts to cause such Disapproved Title Matter to be removed or after released on the Effective Closing 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 (zb) an alternate title insurance company (or alternate office) selected by Seller pursuant use commercially reasonable efforts 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 cause the Title Company (the “Survey”) reflecting the total area of the Propertyto bond, the location of all improvementsinsure or endorse over such Disapproved Title Matter; provided, recorded easements and encroachmentshowever, 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, no liability if for any reason, after electing either choice under (ii) above, any such Disapproved Title Matter is not removed, released, bonded, insured or endorsed over as aforesaid as of the Closing Date. If Seller is unable has provided a Seller Response Notice to Buyer stating that Seller will not remove, release or unwilling otherwise correct any such Disapproved Title Matter or if Seller has not provided a Seller Response Notice to take such actions as may be required to remedy or remove from the land records any Title Objections Buyer (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 which shall be deemed an election by Seller not to remedy take any action with respect to any such matters. If Seller shall be unable or unwilling to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objecteditem), Purchaser then Buyer may elect in writing not later than Wednesday, December 16, 2015 (such period of time expiring on such date, the “Title Review Period”), to either (i) to waive Buyer's objection to any such Disapproved Title Matter or to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt (and Buyer's delivery of Seller’s notice, whereupon the Deposit Buyer's Approval Notice shall be refunded deemed a waiver of Buyer's objection to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereofDisapproved Title Matter). If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated)Buyer shall fail to make such election, is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing then Buyer shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, deemed to provide Seller with written notice of have waived its objection to any such new title exception Disapproved Title Matter. In the event Buyer shall elect in writing to terminate this Agreement pursuant to this Section 4B prior to the expiration of the Title Review Period, the Deposit (each a “New Objection”minus the Independent Consideration) shall be promptly delivered by the Title Company to Buyer, and collectively, the “New Objections”parties shall have no further obligations or liabilities hereunder (except for any obligations or liabilities that expressly survive termination of this Agreement). If Seller does has provided a Seller Response Notice to Buyer stating that Seller has elected either choice under (ii) above, and any such Disapproved Title Matter is not elect removed, released, bonded, insured or endorsed over as aforesaid as of the Closing Date, Buyer shall have the right to remove (A) terminate this Agreement in which event the Deposit (minus the Independent Consideration) shall be promptly delivered by the Title Company to Buyer, and the parties shall have no further obligations or cure New Objections prior liabilities hereunder (except for any obligations or liabilities that expressly survive termination of this Agreement), or (B) waive the foregoing right of termination and all other rights and remedies on account of any such Disapproved Title Matter and to Closing close the transaction contemplated by this Agreement, without any reduction or abatement of the Purchase Price. If Buyer shall fail to make such election, then Buyer shall be deemed to have made the election set forth in subclause (other than Monetary LiensB) above. Notwithstanding anything to the contrary contained herein, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after remove at Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either expense at or before Closing the following (the “Required Cure Items”)
(i) agree any mortgages or deeds of trust to accept title subject secure any debt or financing obtained by Seller prior to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or Closing; (ii) terminate any mechanics or materialman’s liens for work done by Seller prior to Closing; and (iii) any other monetary liens voluntarily created by Seller against the Land or Improvements accruing prior to Closing. All exceptions in the Title Report and matters on the Survey that are approved or deemed approved by Buyer pursuant to this AgreementSection 4B are hereinafter collectively referred to as “Permitted Exceptions.” Buyer shall be obligated to accept the Owner's Policy, subject only to (1) the Permitted Exceptions, (2) the “New Matters” (as defined and approved, or deemed approved, pursuant to Section 4C below), and in (3) real estate taxes and assessments not yet due and payable (the latter event foregoing being the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c“Permitted Encumbrances”).
Appears in 1 contract
Sources: Purchase Agreement
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 All items shown in Schedule B 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 and the Survey (or any supplements or updates theretoUpdated Survey) 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 LiensMandatory Removal Items and Material Environmental Matters (as defined below) shall be deemed to be “Permitted Exceptions. If.” Pursuant to the terms of the First Amendment to Access Agreement, for Purchaser shall have the right to make written objections to Seller on or before November 18, 2024 to any reasonMaterial Environmental Matters, and Seller may, but shall not be obligated, to cure such Material Environmental Matters in accordance with the Access Agreement; provided, however, that it 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 expressly understood and agreed that the failure of Seller shall have no obligation to effect such curative matters. Failure by Seller to give such notice within 5 Business Days after receipt of deliver a response to Purchaser’s notice of objection timely objections to any Material Environmental Matters within the four-business day period set forth in the First Amendment to Access Agreement shall be deemed an election by Seller not to remedy any cure such mattersmatter(s). If Seller elects or is deemed to have elected not to cure any Material Environmental Matter timely objected to by Purchaser, and Purchaser elects to accept such title as Seller can deliver and proceeds to Closing in accordance with the Access Agreement, such remedy shall be unable without reduction of the Purchase Price and such matter or unwilling matters shall become a Permitted Exception. Purchaser’s failure to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objected, Purchaser may elect either (i) to timely terminate this Agreement by notice given pursuant to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon its right to do so under the Deposit Access Agreement shall be refunded deemed an election to accept title and proceed to Closing. If Purchaser terminates the Agreement pursuant to this section, the ▇▇▇▇▇▇▇ Money will be returned to Purchaser in accordance with the Access Agreement and neither party shall have any further rights or obligations to the other hereunder, under this Agreement except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions Agreement. For purposes of this Agreement, notwithstanding such matters and without any abatement or reduction a “Material Environmental Matter” means an environmental issue with the Property identified in the Purchase Price on account thereof. If any matter arises Purchaser’s Phase II Environmental Site Assessment report that (1) was not previously disclosed shown on any Phase I Environmental Site Assessment report or any other materials delivered by Seller to Purchaser with the Due Diligence Items, and (2) results in a recommendation by an environmental consultant to take remedial action because of one or more recognized environmental conditions. A Material Environmental Matter expressly excludes all small risks (or matters) and business environmental risks, including, without limitation, any recommendation of an O&M Plan or like matters. Notwithstanding the Title Commitment or on the Survey (as same may have been updated)foregoing, is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company Seller shall, at or prior to Closing, Purchaser shall have five (5i) Business Days discharge all liens of deeds of trust and/or mortgages or other collateral financing interests, and all other monetary liens created by, under or through Seller, or assumed by Seller (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), whether voluntary or involuntary, listed in the Title Commitment or the UCC Searches (ii) discharge all mechanics’ or materialman’s liens listed in the Title Commitment or the UCC Searches that are not created by Purchaser, (iii) satisfy or otherwise eliminate to the satisfaction of the Title Company any and all judgment liens against Seller and pertaining to the Closing shall be extendedProperty or against the Property and are listed either in the Title Commitment or the UCC Searches, if necessaryand (iv) after Purchaser’s receipt of such cure and/or remove any exception or encumbrance noted on the updated Title Commitment showing or Updated Survey and created by, under or through Seller after the new title exception, together with a legible copy of any such new matter, to provide Seller with Effective Date without Purchaser’s written notice of its objection to any such new title exception consent (each a “New ObjectionMandatory Removal Item”), and collectively, the “New Objections”)in no event shall any Mandatory Removal Item be deemed a Permitted Exception. If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice at Purchaser’s election and at Purchaser’s sole cost and expense, have the standard printed exception as to Sellerdiscrepancies, either (i) agree conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements amended to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (read “shortages in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreementarea.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).”
Appears in 1 contract
Sources: Purchase and Sale Agreement (Tandy Leather Factory Inc)
Title Review. (a) On or after Purchaser shall have until the Effective Date, Purchaser may order (i) a title commitment expiration of the Review Period (the “Title CommitmentReview Period”) 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 give Seller and Purchaser a detailed notice objecting to any exception 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 condition contained in the Title Commitment or shown on the Survey (or Updated Survey, if any, other than those Permitted Exceptions listed as items numbered 1 through 4 on Exhibit E. If Purchaser does not give notice of any supplements or updates thereto) which Purchaser finds objectionable (“Title Objections”). objections to 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 within the Title Company) at ClosingReview Period, 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 have approved the title as shown in the Title Commitment, the title exception documents, and all matters shown on the Existing Survey or the Updated Survey, if any, and any such exceptions or matters shall become “Permitted Exceptions” in accordance with this Section 3.3. 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 PurchaserIf Purchaser provides timely objections, Seller shall give Purchaser notice thereof, it being understood and agreed that the failure of Seller to give such notice within 5 Business Days have five (5) business days after receipt of Purchaser’s notice of objection shall be deemed an election (the “Title Cure Period”) in which to elect, by Seller not written notice 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 objectedPurchaser, Purchaser may elect either (i) to cure or attempt to cure Purchaser’s objections, or (ii) not to cure Purchaser’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Purchaser’s objections. Notwithstanding the preceding sentence, Seller shall be obligated at Seller’s sole cost and expense, at Closing, to cause Title Insurer to remove (by waiver or endorsement) any mortgage or deed of trust against the Property, mechanics’ and materialmen’s liens and all other liens against the Property of a liquidated amount, including any interest, penalties and fees associated therewith provided that the cost to remove any such mechanics’, materialmen’s and all other monetary liens do not exceed the sum of $250,000 in the aggregate (collectively, the “Required Cure Items”). In the event that Seller fails to provide such written notice of its election to proceed under either clause (i) or (ii) above, Seller shall be deemed to have elected clause (ii) above. At Seller’s cost and expense, Seller may bond around any such matters to Title Insurer’s reasonable satisfaction or cause Title Insurer to endorse over any such objection, and in either event, such objection shall be deemed cured. If Purchaser provides timely objections and all of Purchaser’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the Title Cure Period for any reason, then, within five (5) days after the last day of the Title Cure Period Purchaser shall, as its sole and exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement by giving a termination notice given to Seller within 5 Business Days following Seller, at which time Escrowee shall return the Initial ▇▇▇▇▇▇▇ Money to Purchaser (provided Purchaser’s receipt of Seller’s noticeobjections relate solely to matters first existing 22043518.5 -4- after November 20, whereupon 2014 that materially and adversely affect the Deposit shall be refunded to Purchaser Property) and neither party the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Purchaser’s title as shown in the Title Commitment, the title exception documents, the Existing Survey or the Updated Survey, if any, and any further obligations such uncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of Purchaser’s election to terminate under this Section 3.3, Purchaser will be deemed to have waived the uncured objections and to have approved the title as shown in the Title Commitment, the title exception documents, the Existing Survey or the Updated Survey, if any, and such uncured objections shall become “Permitted Exceptions”. If an update of the Updated Survey or any supplemental title commitment or update issued subsequent to the other hereunderdate of the original Title Commitment discloses any materially adverse matters not set forth on the Existing Survey, except for those obligations which expressly survive the termination Updated Survey or the original Title Commitment, then, no later than the later of this Agreement (i) the expiration of the Review Period, or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) business days after Purchaser’s receipt of such update of the Updated Survey, but in no event later than the date that is five (5) days prior to the scheduled Closing Date, or (iii) five (5) business days after Purchaser’s receipt of such supplemented or updated Title Commitment showing Commitment, as applicable, Purchaser shall have the new title exception, together with a legible copy of any such new matter, right to provide Seller with written notice of its objection object to any such new title exception (each a “New Objection”matter, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit same procedures for response, termination and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies waiver set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller above shall deliver written notice apply to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)such new objections.
Appears in 1 contract
Sources: Real Estate Sale Agreement (Resource Real Estate Opportunity REIT II, Inc.)
Title Review. (a) On or CarrAmerica shall, at CarrAmerica’s sole cost and expense, provide to RREEF promptly after the Effective Date, Purchaser may order (i) a title commitment report for the entire Real Property (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 CompanyReport”), not more than sixty days old, issued by the Title Company, together with complete and legible copies of all instruments and documents referred underlying or giving rise to therein as all exceptions to titlecoverage that would appear in an ALTA owner’s extended coverage title policy, and (ii) a print of the most recent ALTA survey of the Property from a reputable surveyor or surveying firm reasonably acceptable to the Title Company Land and Improvements obtained by CarrAmerica (the “Survey”) reflecting the total area ). If RREEF determines that any of the Propertyexceptions to title reflected in the Title Report are unacceptable for any reason, or that any matter reflected on the location Survey (as the same may be updated during the Contingency Period as required by RREEF, at its sole cost and expense) is unacceptable for any reason (in each case, an “Objectionable Exception”), RREEF shall so notify CarrAmerica in writing (the “Title Notice”) not later than five (5) days prior to the expiration of all improvementsthe Contingency Period. Other than new exceptions discussed below, any title matters not identified as Objectionable Exceptions in the Title Notice shall be deemed “Permitted Exceptions.” Notwithstanding the foregoing, any mortgage lien granted by CarrAmerica, any mechanics lien relating to the construction of the Improvements under a contract entered into by CarrAmerica, or any judgment lien against CarrAmerica recorded easements against the Real Property shall be deemed an Objectionable Exception and encroachments, if any, located thereon and all building and set back lines and plottable matters of record with respect theretoCarrAmerica shall remove or insure over any such lien as an encumbrance against title to the Real Property at or prior to the Closing.
(b) Prior to CarrAmerica shall give RREEF written notice (the Expiration “Title Response”) within two (2) days after receipt of the Due Diligence Period, Purchaser shall deliver written notice to Seller Title Notice 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 CarrAmerica will undertake to remove or cause cure the removal from identified Objectionable Exceptions (whether by causing the land records elimination of such exception, or by obtaining a title insurance endorsement insuring the Venture as to such matters or other remedy reasonably acceptable to RREEF). CarrAmerica, at its option, may direct that all Monetary Liens at or prior any portion of the Contribution Amount be used to Closing. Any pay, through the Closing escrow, any monetary liens, encumbrances or other 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 constituting Objectionable Exceptions. IfIf CarrAmerica does not elect to remove or cure all of the Objectionable Exceptions, for any reason, Seller is unable or unwilling to take such actions as then RREEF may be required to remedy or remove from the land records any Title Objections (other than Monetary Liens1) objected to by Purchaser, Seller shall give Purchaser notice thereof, it being understood elect in its sole 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) absolute discretion to terminate this Agreement by written notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s noticeCarrAmerica, whereupon in which case the Deposit (including any interest accrued thereon) shall be refunded returned to Purchaser RREEF and neither party shall have any further rights or obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement as provided in Sections 3.02, 9.03, 9.15 and 9.17 hereof, or (ii2) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”close hereunder, and collectively, accept the “New Objections”). If Seller does not elect Property subject to remove or cure New Objections prior to Closing the Objectionable Exceptions (other than Monetary Liensliens that CarrAmerica is obligated, which Seller or has agreed, to cure or remove) and the same shall thereupon be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered deemed Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with Notwithstanding the issuance of above, any new exception revealed by an ALTA 15-06 endorsement update to the Title Policy at Closing, in Report first delivered to RREEF after the event that date of the Title Company is unable or unwilling to issue Notice must be designated in writing (the “New Title Notice”) by RREEF as an ALTA 15-06 endorsement Objectionable Exception, if at all, within five (5) days after receipt of the update to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller Report. CarrAmerica shall have give RREEF a one-time right Title Response within five (but not the obligation5) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office days after receipt of the New Title Company) selected by Seller from Notice, and any such new exceptions timely identified as Objectionable Exceptions in the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the New Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller Notice shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights dealt with in the same manner as set forth in this Section 2.2(c)3.04(b) above.
Appears in 1 contract
Sources: Formation and Contribution Agreement (Carramerica Realty Operating Partnership Lp)
Title Review. Tenant shall have reviewed and approved the preliminary title report, including any supplements to the preliminary title report, for the Property from Title Company with commitments to provide such title insurance policies as may thereafter be sought by Tenant or Tenant’s Lender (a) the Preliminary Title Report). On or after before September 1, 2018, District shall provide Tenant an updated Preliminary Title Report. On or before October 1, 2018, Term, Tenant shall deliver notice of approval or disapproval of matters disclosed in the Preliminary Title Report (updated), as supplemented or amended, in Tenant’s sole and absolute discretion. If ▇▇▇▇▇▇ delivers a notice of disapproval, District may elect to remove or otherwise cure, to Tenant’s satisfaction, any disapproved item(s) prior to the Effective Date be delivered to Tenant written notice of its election within ten (10) business days of delivery of ▇▇▇▇▇▇’s notice of disapproval. Such removal by District may be deemed effected by the issuance of title insurance eliminating or insuring against the effect of the disapproved item(s), other than monetary encumbrances securing payments of sums due on or before the Effective Date, Purchaser may order which payment obligations must be satisfied and removed. If District fails to so notify Tenant of its election not to cure a disapproved item, or District’s deemed election not to cure, then Tenant shall have the right to (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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) waive in writing its prior disapproval of such item and accept title subject to proceed such previously disapproved item by delivering notice of ▇▇▇▇▇▇’s election to Closing District within ten (10) business days thereafter. If Tenant fails to deliver its notice of election to terminate this Agreement or waive its prior disapproval as provided in accordance with the terms clauses (i) and conditions (ii) above within such ten (10) business day period, Tenant shall be deemed to have elected to terminate this Agreement, in which case Tenant and District will be released of any further obligations under this Agreement, except those obligations that expressly survive termination of this Agreement. Notwithstanding the foregoing, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller District shall be obligated to cure), which such election shall be given remove any deeds of trust and other monetary liens (other than the lien for non-delinquent real property taxes and assessments) and any exceptions to title arising after the Execution Date unless caused by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement▇▇▇▇▇▇.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Appears in 1 contract
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 5.2.1 During 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 Survey Review Period, Purchaser shall deliver written notice review title to Seller of the Property as disclosed by the Title Commitment and the Survey. If Purchaser determines that any exception to title matters, other than Permitted Exceptions, identified as shown in the Title Commitment or shown on and/or any matter disclosed by the Survey is objectionable and/or unacceptable to Purchaser (or any supplements or updates thereto) which Purchaser finds objectionable (collectively, the “Title ObjectionsObjectionable Matters”). , then Purchaser may, by giving written notice thereof to Title Company and Seller shall have 5 Business Days on or before expiration of the Inspection Period or ten (10) days from its Purchaser’s 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. Ifdisclosing such Objectionable Matter, for any reason, Seller whichever 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Sellerlater, either (i) agree to accept title subject to terminate this Agreement, whereupon the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions E▇▇▇▇▇▇ Money shall be considered Permitted Exceptions) paid immediately to Purchaser and all documents deposited in escrow by Purchaser shall be returned to Purchaser without delay, or (ii) terminate this Agreementprovisionally accept the title to the Property, subject to Seller’s agreement to cause the removal of or otherwise cure such Objectionable Matters prior to Closing. If Purchaser gives notice to Seller of its election of option (ii) above, Seller shall notify Purchaser in writing within five (5) days after receiving Purchaser’s written notice of Objectionable Matters whether Seller intends to remove (or cause Title Company to endorse over, to Purchaser’s satisfaction) or otherwise cure any such Objectionable Matters. If Seller fails to notify Purchaser of its intentions within such five (5) day period, Seller shall be deemed to have elected not to remove or otherwise cure such Objectionable Matters. All costs and expenses to remove or otherwise cure the Objectionable Matters shall be borne by Seller. 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. The term “Permitted Exceptions” shall mean: the specific exceptions (excluding exceptions that are part of the promulgated title insurance form) in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event Commitment that the Title Company is unable or unwilling has not agreed to issue an ALTA 15-06 endorsement to remove from the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not Commitment as of the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office end of the Title Company) selected by and Survey Review Period and that Seller from is not required to remove as provided above; matters created by, through or under Purchaser; items shown on the list Survey which have not been removed as of title insurance companies set forth on Schedule 2.2(c) attached heretothe end of the Inspection Period. In the no event shall monetary liens be Permitted Exceptions except for liens for taxes not yet due and payable. Any of Purchaser’s objections which Seller commits in writing to so elects, Seller remove or cure on or prior to Closing shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall not be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)a Permitted Exception.
Appears in 1 contract
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 expiration of the Due Diligence Period, Purchaser shall deliver written notice to notify Seller in writing of any title matters, other than Permitted Exceptions, identified in objections Purchaser has to any matters shown on the Title Commitment or shown on the Survey (or any supplements or updates thereto) which Survey. All objections raised by Purchaser finds objectionable (in the manner herein provided are hereafter called “Title Objections”). .” Seller shall have 5 Business Days from its receipt of the option, but not the obligation, to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all 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) during the period of time beginning at the expiration of the Due Diligence Period and ending on the second (2nd) calendar day thereafter (“Seller’s Cure Period”). Except to the extent that Seller cures, or agrees in writing to cure, such Objections during Seller’s Cure Period, Seller shall be deemed to have elected not to cure such matters. In the event Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Seller’s Cure Period, then either (i) this Agreement may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect five (5) calendar days after the expiration of Seller’s Cure Period, whereupon the Title Company shall return the E▇▇▇▇▇▇ Money Deposit to Purchaser and thereafter all parties hereto or mentioned herein shall be released and relieved of further obligations, liabilities or claims hereunder, except for the Termination Surviving Obligations; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within five (5) calendar days after the expiration of Seller’s Cure Period. Any matters title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and to which Purchaser does not so objected object on or prior to the last day of the Due Diligence Period (or which are thereafter waived or deemed to be waived by Purchaser (other than Monetary LiensPurchaser) shall be deemed to be permitted encumbrances (the “Permitted ExceptionsEncumbrances”) to the status of Seller’s title to the Property. If, for Notwithstanding any reasonprovision of this Section 6.3 to the contrary, Seller is unable will be obligated to cure exceptions to title to the Property relating to (or, as to (ii), cure or unwilling to take such actions as may be required to remedy or remove cause deletion from the land records any Title Objections (other than Monetary LiensPolicy or affirmative title insurance over) 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 terminate this Agreement by notice given liens and security interests securing any loan to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice(including, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations but not limited to the other hereunderpay-off the loan from The Prudential Insurance Company of America, except for those obligations which expressly survive the termination of this Agreement or a New Jersey corporation, to Seller), (ii) to proceed to Closing any other liens or security interests created by Seller securing monetary obligations, and (iii) any title encumbrances created after the Effective Date in accordance with the terms and conditions breach of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Hines Real Estate Investment Trust Inc)
Title Review. (a) On or 7.1 Promptly after the Effective Date, Sellers shall deliver to Purchaser may order the most recent survey in Sellers' possession and Owner's current owner's title insurance policy (ithe "Owner Policy") together with legible copies (to the extent available) of all documents of record referred to in the Owner Policy as exceptions to title to the Property. Promptly after its receipt of the Owner Policy, Purchaser shall obtain and deliver to Sellers a current title commitment (such title commitment, as it may be amended, supplemented and updated, the “"Title Commitment”") from Land Services USA, Inc., as agent for (x) First American issued by Chicago Title Insurance Company, (y) Company or 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”"), in the amount of the Purchase Price, with Purchaser as the proposed insured, together with complete and legible copies (to the extent available) of all instruments and documents of record referred to therein in the Title Commitment as exceptions to titletitle to the Property (excepting any which were included as exceptions to the Owner Policy). Sellers shall, and (ii) as soon as possible after the Effective Date, deliver to Purchaser an update to a survey current date, pursuant to the accuracy requirements of an ALTA/ACSM land title survey, dated subsequent to the Effective Date, of the Property from a reputable surveyor or surveying firm reasonably acceptable to the Title Company aforementioned survey (the “"Survey”) reflecting "). During 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 Inspection Period, Purchaser shall deliver written notice review title to Seller the Land as disclosed by the Title Commitment and the Survey. The Property shall be free and clear of any title mattersmonetary liens, security interests and claims of monetary liens or security interests (other than Permitted Exceptionsthe lien for non-delinquent taxes), identified and Sellers shall remove at the Closing all such liens and security interests. With respect to any other title exceptions or other matters reflected in the Title Commitment or shown on the Survey (or any supplements or updates thereto) Survey, to which Purchaser finds objectionable objects, other than Permitted Exceptions (“Title Objections”as defined herein). Seller , Sellers shall have 5 Business Days from cooperate with Purchaser to remove such exceptions or matters to which Purchaser objects within five (5) days after 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 and the Survey but, unless Sellers otherwise agree in writing, Sellers shall have no obligation to remove such exceptions. The term "Permitted Exceptions" shall mean only: (i) those items relating to the title to the Property or the Title Commitment to which Purchaser does not object as herein provided; (ii) those items relating to the title to the Land or the Title Commitment to which Purchaser objects as herein provided, but with respect to which Purchaser's objection is waived as herein provided; (iii) any matters relating to the Survey to which Purchaser does not object as herein provided; (iv) those matters relating to the Survey to which Purchaser objects as herein provided, but with respect to which Purchaser's objection is waived as herein provided; (v) rights of tenants in possession under the Leases as described on the rent roll delivered to Purchaser and otherwise permitted pursuant to the terms of this Agreement; (vi) taxes and other similar public charges and assessments for the year of the Closing not so objected yet due and payable, and for subsequent years; and (vii) all building or zoning ordinances affecting the Land (but not violations thereof). If Sellers are unwilling or unable to by Purchaser cure or remove any objectionable item (other than Monetary Liens) monetary liens or security interests, including the Loan, that Sellers acknowledge and agree that they are obligated to remove), Sellers shall be deemed give written notice of such fact to be Permitted Exceptions. IfPurchaser, for any reason, Seller is specifying which of such objectionable items Sellers are unable or unwilling to take such actions as may be required to remedy cure on 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have before five (5) Business Days (and the Closing shall be extended, if necessary) days after receipt by Sellers of Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”'s objections as contemplated hereby, and collectivelyPurchaser shall, on or before the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liensend of the Inspection Period, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt notify Sellers of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).'s election either:
Appears in 1 contract
Sources: Partnership Interest Purchase and Sale Agreement (Amli Residential Properties Trust)
Title Review. (a) On or after At any time and from time to time during the Effective DateTitle and Survey Review Period, Purchaser may order object in writing (i“Purchaser’s Objection Notice“) a title commitment (the “Title Commitment”) from Land Services USAto any liens, 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 titleencumbrances, 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 other 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 reflected by the Title Commitment or shown on Survey. All such matters to which Purchaser so objects shall be “Non-Permitted Exceptions“; if no such objection notice is given during the Title and Survey Review Period, except as otherwise provided below, and all other matters reflected by the Survey and Title Commitment shall be “Permitted Exceptions.” Seller may, but shall not be obligated to, at its sole cost and expense, cure, remove or insure around (or any supplements commit in writing to do so by Closing) some or updates thereto) which all Non-Permitted Exceptions, and give Purchaser finds objectionable written notice thereof (“Title Objections”). Seller shall have 5 Seller’s Cure Notice“) within seven (7) Business Days from its receipt of such title objection notice from Purchaser to notify Purchaser whether after Seller commits to cause such Title Objections to be removed from receives the land records or insured over (and with any such matters proposed to be insured over by the Title Company) at Closing, Purchaser’s Objection Letter; provided, however that Seller however, Seller, at its sole cost and expense, shall be obligated to cure, remove or cause insure around by Closing all mortgages, deeds of trust, judgment liens, mechanic’s and materialmen’s liens, and other monetary liens and encumbrances against the removal from Property arising by, through or under Seller (other than the land records liens for taxes and assessments which are not delinquent) which either secure indebtedness or can be removed by payment of a liquidated sum of money, whether or not Purchaser objects thereto during the Title and Survey Review Period (the “Monetary Liens“), and all Monetary Liens at or prior such matters shall be deemed Non-Permitted Exceptions. In the event that ▇▇▇▇▇▇ does not deliver a Seller’s Cure Notice within the aforesaid required time period, then Seller shall be deemed to Closing. Any have elected not to cure all matters set forth in Purchaser’s Objection Notice. If Purchaser is not satisfied with the Title Commitment or Survey matters that Seller has agreed and not so objected agreed to cure in Seller’s Cure Notice or if Seller does not deliver a Seller’s Cure Notice within the required time period, then Purchaser may, as its sole and exclusive remedy elect, on or before the end of the Inspection Period, either (a) terminate this Agreement and recover the ▇▇▇▇▇▇▇ Money by providing written notice of termination to Seller, and neither Purchaser nor Seller shall thereafter have any obligations under this Agreement except those that expressly survive the termination of this Agreement, or (b) purchase the Property subject to the Non-Permitted Exceptions (other than Monetary Liens), in which event such Non-Permitted Exceptions (other than Monetary Liens) shall be deemed to thereafter be Permitted Exceptions. IfIf Purchaser fails to terminate this Agreement on or before the end of the Inspection Period, for any reason, Seller is unable or unwilling Purchaser shall be deemed to take such actions as may have accepted the Title Commitment and Survey in their then current conditions and all exceptions remaining in the Title Commitment shall be required to remedy or remove from the land records any Title Objections Permitted Exceptions (other than Monetary Liens) objected ). Seller’s failure or refusal to cure Monetary Liens by Purchaserthe Closing Date will be a deemed a default by Seller under this Agreement, Seller upon which Buyer shall give have the remedies as set forth in Section 10.2. Purchaser notice thereofshall have the right to have the Title Commitment and Survey updated until the date of Closing and if, it being understood between the end of the Title and agreed that the failure of Seller to give such notice within 5 Business Days after receipt of Purchaser’s Survey Review Period and Closing, Purchaser receives notice of objection shall be deemed an election by Seller additional liens, encumbrances or other matters not to remedy any reflected in the initial Title Commitment or Survey or otherwise becomes aware of 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 terminate this Agreement by notice given to Seller within 5 Business Days following submit an updated Purchaser’s receipt of SellerObjection Notice (“Updated Purchaser’s noticeObjection Notice“) regarding such additional Non-Permitted Exceptions, whereupon the Deposit shall be refunded to provided that Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have must deliver said Updated Purchaser’s Objection Notice within five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of receiving notice about or becoming aware of such updated Title Commitment showing additional matter and, in the new title exception, together with a legible copy absence of the provision of any such new Updated Purchaser’s Objection Notice within such time period, such additional matter shall be deemed to be a Permitted Exception (unless such exception is a Monetary Lien). Seller may, but shall not be obligated to, at its sole cost and expense, commit to cure, remove or insure around by Closing any or all Non-Permitted Exceptions raised in the Updated Purchaser’s Objection Notice and give Purchaser written notice thereof by way of an updated Seller’s Cure Notice (“Updated Seller’s Cure Notice“) delivered within five (5) Business Days after its receipt of an Updated Purchaser’s Objection Notice with respect to such additional matter. If Purchaser is not satisfied with the matters that Seller has agreed and not agreed to cure in the Updated Seller’s Cure Notice or if Seller does not deliver an Updated Seller’s Cure Notice within the required time period (in which event Seller shall be deemed to have elected to cure none of the matters contained within the Updated Purchaser’s Objection Notice) and such additional matters arose by, through or under Seller and would materially adversely affect the title to provide the Property, then Purchaser may, on or before the date which is two (2) Business Days after receipt of Seller’s Additional Cure Notice (or if no notice is given, then within two (2) Business Days after the expiration of the period within which Seller with was to deliver an Updated Seller’s Cure Notice) but in no event later than the Closing Date, as its sole and exclusive remedy elect to either (a) terminate this Agreement and recover the ▇▇▇▇▇▇▇ Money by providing written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice termination to Seller, either (i) agree to accept title subject to the exceptions which and neither Purchaser nor Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate have thereafter any obligations under this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, Agreement except for those obligations herein which are specifically stated to that expressly survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(cb) In connection with purchase the issuance of an ALTA 15-06 endorsement Property subject to the Title Policy at ClosingNon-Permitted Exceptions (other than Monetary Liens), in the which event that the Title Company is unable or unwilling to issue an ALTA 15such Non-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller Permitted Exceptions (other than Monetary Liens) shall have a one-time right (but not the obligation) to elect that the Title Policy thereafter be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Permitted Exceptions.
Appears in 1 contract
Title Review. Buyer shall, at Buyer’s sole cost and expense, within forty-five (a45) On or Days after the Effective Date, Purchaser may order (i) a title commitment Date (the “Title Commitment”Review Period), obtain one or more title insurance commitments (the Title Commitments) from Land Services USA, Inc., as agent for (x) First American Title Insurance Company, (y) such other binding a nationally recognized title insurance company mutually acceptable to Seller and Purchaser or licensed by the State (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) to issue one or more policies of title insurance covering the Fee Interests and the Easements, and, at ClosingBuyer’s election and sole expense, providedone or more Surveys. Seller will promptly process and provide any information reasonably requested by ▇▇▇▇▇ and Title Company for the purpose of preparing the Title Commitments. Buyer, however within five (5) Days’ of ▇▇▇▇▇’s receipt thereof, shall deliver to Seller a copy of the Title Commitment and Surveys, including the full text of each of the title exceptions or defects referred to therein. At any time during the Title Review Period, Buyer may reasonably object in writing to any exceptions (except for Permitted Encumbrances) 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 appear in the Title Commitment Commitments or Survey the Surveys that materially affect the Assets and not so objected that are unacceptable to by Purchaser Buyer (other than Monetary Liens) Buyer’s Title Objections). If no such objection notices are given during the Title Review Period, except as otherwise provided herein, Buyer shall be deemed to have accepted all exceptions to title and all other matters shown on the Title Commitments and Surveys and all such exceptions and all other matters shown on the Title Commitments and Surveys shall be included in the term Permitted ExceptionsEncumbrances; provided, however, that, notwithstanding anything to the contrary contained herein, Seller hereby agrees that, prior to Closing, Seller shall (1) remove or satisfy, to the reasonable satisfaction of Title Company and Buyer, all mortgages, or deeds of trust created by Seller, and (2) remove, satisfy or bond, as the case may be, to the reasonable satisfaction of the Title Company and Buyer, all judgments, liens (including but not limited to mechanic’s and materialmen’s liens or other security interests), or encumbrances (other than liens for Taxes which are not due and payable) that can be removed by the payment of a liquidated sum of money not exceeding $5,500,000 in the aggregate, excluding any costs of defeasance, prepayment penalties or premiums or other costs to the Seller of removing the same (collectively Monetary Liens). IfSeller may, for but shall not be obligated to, at its sole cost and expense, cure or remove any reasonor all of Buyer’s Title Objections and give Buyer written notice of its intent with respect thereto within ten (10) Business Days after the Title Review Period expires. If Seller elects to attempt to cure or remove any or all of Buyer’s Title Objections, Seller shall, subject to Section 9.1.5, be entitled to one or more reasonable adjournments of the Closing to attempt to cure ▇▇▇▇▇’s Title Objections, but Seller shall not be obligated to expend any sums, commence any lawsuits or take any other action in order to cure the same. If Seller does not agree, in writing, to cure or remove any or all Buyer’s Title Objections, within ten (10) Days after Seller receives Buyer’s Title Objections, then Seller shall be deemed to have elected not to cure or remove those Buyer’s Title Objections that Seller has not previously agreed to cure. If Seller is unable or unwilling to take such actions as may be required to remedy cure or remove from or commit in writing to so cure or remove prior to Closing Buyer’s Title Objections to the land records reasonable satisfaction of Buyer and the Title Company, or if, after electing to attempt to cure or remove such Buyer’s Title Objections, Seller determines, in Seller’s reasonable judgment, that it is unable to cure or remove such Buyer’s Title Objections, ▇▇▇▇▇’s sole remedy hereunder in such event shall be either: (i) to accept title to the Fee Interests and Easements subject to those Buyer’s Title Objections that Seller is unwilling or unable to cure as if Buyer had not objected thereto and without reduction of the Purchase Price; or (ii) at any time prior to Closing, elect to terminate this Agreement by giving notice in writing to Seller in which event neither party hereto shall have any further rights, obligations or liabilities with respect to the other hereunder, except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. In the event that Buyer does not elect, in writing, to terminate this Agreement, Buyer shall be deemed to have accepted all of Buyer’s Title Objections (other than Monetary Liens) objected that Seller has notified Buyer that Seller is unable or, in the case of Buyer’s Title Objections that Seller has not previously elected to by Purchasercure, unwilling, to cure and those remaining Buyer’s Title Objections shall be included in the term Permitted Encumbrances. To terminate this Agreement pursuant to this Section 4.3, ▇▇▇▇▇ must give written notice to Seller shall give Purchaser notice thereof, it being understood and agreed that the failure of Seller its election to give such notice within 5 Business terminate not later than ten (10) Days after receipt of Purchaser’s written notice from Seller of objection shall be deemed an its election by Seller not to remedy attempt to cure any such matters. If Seller shall be unable title exception or unwilling to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objected, Purchaser may elect either (i) to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s noticedetermination, whereupon the Deposit shall be refunded having previously elected to Purchaser and neither party shall have any further obligations attempt to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding cure such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company it is unable or unwilling to issue an ALTA 15-06 endorsement do so. If Buyer fails to give Seller timely notice of its election to terminate, Buyer shall not have the right to terminate this Agreement under this Section 4.3 and those Buyer’s Title Objections that Seller has notified Buyer that it is unwilling or unable to cure shall be deemed to be a Permitted Encumbrance hereunder, and Buyer shall be bound to proceed to the Title Policy at Closing upon and consummate the Contemplated Transactions pursuant to the terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement
Title Review. Unless Buyer gives written notice ("Title Disapproval Notice") that it disapproves the exceptions to title shown on the Title Report or the matters disclosed by the Survey, stating the exceptions or matters so disapproved (each, a "Disapproved Title Matter"), not later than Friday, December 11, 2015, Buyer shall be conclusively deemed to have approved the Survey and the Title Report. Upon receipt by Seller of a Title Disapproval Notice given in a timely manner, Seller shall have two (2) business days after the receipt of such notice to notify Buyer (being a “Seller Response Notice”) as to each properly disapproved Disapproved Title Matter either that:
(i) Seller elects not to cause such Disapproved Title Matter to be removed as of the Closing Date (or otherwise take any action with respect thereto), or (ii) Seller intends to either: (a) On use commercially reasonable efforts to cause such Disapproved Title Matter to be removed or after released on the Effective Closing 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 (zb) an alternate title insurance company (or alternate office) selected by Seller pursuant use commercially reasonable efforts 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 cause the Title Company (the “Survey”) reflecting the total area of the Propertyto bond, the location of all improvementsinsure or endorse over such Disapproved Title Matter; provided, recorded easements and encroachmentshowever, 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, no liability if for any reason, after electing either choice under (ii) above, any such Disapproved Title Matter is not removed, released, bonded, insured or endorsed over as aforesaid as of the Closing Date. If Seller is unable has provided a Seller Response Notice to Buyer stating that Seller will not remove, release or unwilling otherwise correct any such Disapproved Title Matter or if Seller has not provided a Seller Response Notice to take such actions as may be required to remedy or remove from the land records any Title Objections Buyer (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 which shall be deemed an election by Seller not to remedy take any action with respect to any such matters. If Seller shall be unable or unwilling to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objecteditem), Purchaser then Buyer may elect in writing not later than Wednesday, December 16, 2015 (such period of time expiring on such date, the “Title Review Period”), to either (i) to waive Buyer's objection to any such Disapproved Title Matter or to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt (and Buyer's delivery of Seller’s notice, whereupon the Deposit Buyer's Approval Notice shall be refunded deemed a waiver of Buyer's objection to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereofDisapproved Title Matter). If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated)Buyer shall fail to make such election, is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing then Buyer shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, deemed to provide Seller with written notice of have waived its objection to any such new title exception Disapproved Title Matter. In the event Buyer shall elect in writing to terminate this Agreement pursuant to this Section 4B prior to the expiration of the Title Review Period, the Deposit (each a “New Objection”minus the Independent Consideration) shall be promptly delivered by the Title Company to Buyer, and collectively, the “New Objections”parties shall have no further obligations or liabilities hereunder (except for any obligations or liabilities that expressly survive termination of this Agreement). If Seller does has provided a Seller Response Notice to Buyer stating that Seller has elected either choice under (ii) above, and any such Disapproved Title Matter is not elect removed, released, bonded, insured or endorsed over as aforesaid as of the Closing Date, Buyer shall have the right to remove (A) terminate this Agreement in which event the Deposit (minus the Independent Consideration) shall be promptly delivered by the Title Company to Buyer, and the parties shall have no further obligations or cure New Objections prior liabilities hereunder (except for any obligations or liabilities that expressly survive termination of this Agreement), or (B) waive the foregoing right of termination and all other rights and remedies on account of any such Disapproved Title Matter and to Closing close the transaction contemplated by this Agreement, without any reduction or abatement of the Purchase Price. If Buyer shall fail to make such election, then Buyer shall be deemed to have made the election set forth in subclause (other than Monetary LiensB) above. Notwithstanding anything to the contrary contained herein, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after remove at Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either expense at or before Closing the following (the “Required Cure Items”) (i) agree any mortgages or deeds of trust to accept title subject secure any debt or financing obtained by Seller prior to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or Closing; (ii) terminate any mechanics or materialman’s liens for work done by Seller prior to Closing; and (iii) any other monetary liens voluntarily created by Seller against the Land or Improvements accruing prior to Closing. All exceptions in the Title Report and matters on the Survey that are approved or deemed approved by Buyer pursuant to this AgreementSection 4B are hereinafter collectively referred to as “Permitted Exceptions.” Buyer shall be obligated to accept the Owner's Policy, subject only to (1) the Permitted Exceptions, (2) the “New Matters” (as defined and approved, or deemed approved, pursuant to Section 4C below), and in (3) real estate taxes and assessments not yet due and payable (the latter event foregoing being the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c“Permitted Encumbrances”).
Appears in 1 contract
Sources: Purchase Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Title Review. (a) On or after Buyer is satisfied with the Effective Date, Purchaser may order status of title to the Property as disclosed by the Title Report and the Survey. In that regard:
(i) a title commitment Buyer shall have fifteen (15) days (the “"REVIEW PERIOD") following receipt of both 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 Report and the Survey in which to review and to give Seller and Purchaser Escrow Agent written notice of any Survey matter or title exception which is unacceptable to Buyer, in Buyer's reasonable judgment (z) each such matter or exception, a "DISAPPROVED MATTER"). If, prior to Closing, Escrow Agent issues a supplemental or amended title report showing additional title exceptions (an alternate title insurance company (or alternate office) selected by Seller pursuant to Section 2.2(c) (the “Title Company”"AMENDED TITLE REPORT"), together with complete Buyer shall have a period of time (a "SUPPLEMENTAL REVIEW PERIOD") equal to five (5) days from the date of receipt of the Amended Title Report and legible copies a copy of all instruments and documents each document referred to therein in the Amended Title Report in which to give notice of dissatisfaction as exceptions to titleany additional Disapproved Matters. If Buyer does not object to a Survey matter or an exception to title as disclosed by the Title Report or an Amended Title Report within the applicable time period, and such matter or exception shall be deemed to have been approved by Buyer.
(ii) a survey If Buyer gives timely notice of any Disapproved Matter, Seller may, but shall have no obligation to, seek to remove such matters or to obtain Escrow Agent's commitment to issue title insurance endorsements satisfactory to Buyer against such matters, on or before the date that is five (5) days prior to the expiration 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 theretoDue Diligence Period.
(biii) Prior If Seller does not eliminate all of the Disapproved Matters or obtain title insurance endorsements against such Disapproved Matters on or before the date that is five (5) days prior to the Expiration expiration of the Due Diligence Period, Purchaser Buyer's sole and exclusive remedy shall deliver be to either (A) cancel this Agreement by giving written notice of cancellation to Seller and Escrow Agent on or before the expiration of any the Due Diligence Period, or (B) waive its objections to the Disapproved Matters and proceed to close with such Disapproved Matters thus being conclusively deemed to have been approved by Buyer.
(iv) Notwithstanding anything in this Agreement to the contrary, title matters, to the Property shall be delivered to Buyer at the Closing free and clear of all monetary liens and encumbrances (other than Permitted Exceptionsthe lien for current real property taxes not yet due and payable) voluntarily placed on the Property by Seller or Seller's predecessors-in-title and such monetary liens and encumbrances shall be released from the Property by Seller at Seller's sole expense on or before the Closing. All such liens and encumbrances are disapproved for the purposes of this Section, identified and Buyer need not give any further notice of disapproval as to those items.
(v) The matters shown in the Title Commitment or shown on the Survey (or Report and any supplements or updates thereto) which Purchaser finds objectionable (“Amended 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 Report (other than Monetary Liensstandard printed exceptions and exclusions that will be included in the title policy) shall be that are approved or 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 approved 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing Buyer in accordance with the terms and conditions of this AgreementSECTION 5.1, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered matters that are approved or deemed approved by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”Buyer, and collectivelyany other matters approved by Buyer in writing, the “New Objections”). If Seller does not elect are referred to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Agreement as the "APPROVED TITLE EXCEPTIONS."
Appears in 1 contract
Title Review. Prior to the execution of this Agreement or within seven (a7) On or business days after the Effective Date, Purchaser may order (i) Title Company shall provide a preliminary title commitment report (the “Title CommitmentPreliminary Report”) 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) copies of the specific items and exceptions shown on the Preliminary Report (the “Title CompanySpecific Exceptions”) for the Property. Buyer shall have until five (5) business days prior to the expiration of the Due Diligence Period to give notice in writing to Seller of any objection to the Preliminary Report and/or the Specific Exceptions. Seller shall convey the Property to Buyer free and clear of any deeds of trust or mortgages and any other monetary encumbrances (other than liens created by or through Buyer and liens for general and special real property taxes and assessments not then due and payable), notices of lis pendens, fixture filings, UCC filings, delinquent property taxes, and judgment liens (“Seller Removal Items”), together with complete . Buyer hereby expressly disapproves of any such Seller Removal Items that may appear on the Preliminary Title Report and legible copies of all instruments and documents referred to therein as exceptions to titlein no event shall such Seller Removal Items be deemed Permitted Exceptions, and the Seller Removal Items shall be cleared through funds accruing to Seller at the Close of Escrow. Within three (ii3) a survey business days after receipt of such notice from B▇▇▇▇, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Specific Exceptions (other than the Seller Removal Items, which Seller shall be required to remove prior to Closing). The failure of Seller to respond to B▇▇▇▇’s objections to the Exceptions shall be deemed notice of the Property refusal of Seller to remove from a reputable surveyor or surveying firm reasonably acceptable title to the Title Company (the “Survey”) reflecting the total area of the Property, the location of Property 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) Specific Exceptions to which B▇▇▇▇ objected. Prior to the Expiration expiration of the Due Diligence Period, Purchaser Buyer 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 elect 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 to: (i) to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon purchase the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title Property subject to the exceptions those objected-to Specific Exceptions which Seller is unable not willing or able to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) remove; or (ii) terminate this Agreement. If B▇▇▇▇ fails to give Seller notice of B▇▇▇▇’s election, and in the latter event the Deposit and accrued interest thereon then such inaction shall be returned deemed B▇▇▇▇’s approval of the objected to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive Specific Exceptions (other than the termination of this Agreement, neither party shall have any further right, liability Seller Removal Items). On or obligation under this Agreement.
(c) In connection with before the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Sellerdate, Seller shall have a one-time right (but not the obligation) remove all Specific Exceptions to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by which B▇▇▇▇ objects and which S▇▇▇▇▇ agrees Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached heretois willing and able to remove. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights All remaining Specific Exceptions set forth in this Section 2.2(cthe Preliminary Report (other than the Seller Removal Items), the Operating Lease, and any exceptions caused by or agreed to by Buyer shall be deemed “Permitted Exceptions”.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Summit Healthcare REIT, Inc)
Title Review. (a) On or after Within five (5) days of the Effective Dateexecution of this Agreement, Purchaser may order Escrow Agent (ias hereinafter defined) a shall have delivered current title commitment (commitments for an ALTA Owner's Policy for the “Title Commitment”) from Land Services USAProperty in Colorado and TLTA Owner's Policies for the Properties in Texas, Inc., as agent for (x) First American issued by Lawyers Title Insurance CompanyCompany (individually, (ya "Report" and, collectively, the "Reports") on each of the Premises to Buyer and Seller. Each Report shall show the status of title to the applicable Premises as of the date of such other nationally recognized title insurance company mutually acceptable to Seller Report and Purchaser or (z) an alternate title insurance company (or alternate office) selected shall be accompanied 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 theretoin such Report.
(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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser Buyer shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s days following receipt of such updated last Report to be received by Buyer (the "Title Commitment showing Review Period") in which to review the new title exception, together with a legible copy of any such new matter, Reports and to provide give Seller with and Escrow Agent written notice of its objection any title matter shown on any such Report which is unacceptable to Buyer, in Buyer's sole judgment. If, prior to the expiration of the Title Review Period, Buyer gives notice of dissatisfaction as to any exception to title as shown in any Report, Seller shall have until the Closing Date to cause Escrow Agent to eliminate the disapproved exception or exceptions from such new title exception (each a “New Objection”, and collectively, the “New Objections”)Report. If Seller does not elect cause Escrow Agent to remove eliminate the disapproved exception or cure New Objections prior to obtain a title insurance endorsement on or before the Closing (other than Monetary LiensDate, which Seller Buyer's sole and exclusive remedy shall be obligated to cure), which such election shall be given cancel this Agreement and have the Earnest Deposi▇ ▇▇▇▇▇ned by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by giving written notice to SellerSeller and Escrow Agent on or before the Closing Date; it being understood and agreed, either (i) agree however, that Seller shall have no duty whatsoever to accept title subject cause Escrow Agent to eliminate any such-exception. Notwithstanding anything in this Agreement to the exceptions which Seller is unable contrary, Buyer will not be able to remove cancel this Agreement with respect to any of the Premises due to Buyer's dissatisfaction as to any exception to title that attached to the Premises through the action or cause to be removed inaction of Buyer (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination an affiliate of this Agreement, neither party shall have any further right, liability or obligation under this AgreementBuyer).
(c) In connection If Buyer does not object to an exception to title disclosed in any of the Reports before the expiration of the Title Review Period, such matter shall be deemed to have been approved by Buyer, and all of the same, along with all exceptions to title set forth in the Reports to which Buyer objects, but subsequently waives such objection, or which objection is cured by Seller pursuant to Section 7(b) hereof, shall be deemed to be the "Permitted Exceptions."
(d) Upon a cancellation in accordance with the issuance provisions of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Sellerthis Section 7, Seller shall have a one-time right cause Escrow Agent to return the Earnest Deposit (but not the obligation▇▇▇▇ all cancellation fees charged by Escrow Agent, if any) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Buyer.
Appears in 1 contract
Title Review. (a) On or after Buyer shall be satisfied with the Effective Datestatus of title to the Property as disclosed by the Report and the Survey. In that regard, Purchaser may order Buyer shall have until: (i) the later of ten (10) Business Days (a title commitment “Business Day” being those days from Monday through Friday, excluding U.S. federal holidays) following the Opening Date or ten (10) Business Days following its receipt of 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 Survey 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, Report; and (ii) a survey of the Property from a reputable surveyor or surveying firm reasonably acceptable to the Title Company ten (the “Survey”10) 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or supplemental title report (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New ObjectionsTitle Review Period”) to approve or disapprove the status of title as shown by the Survey, Report, or supplemental title report, as applicable; provided further, that the Title Review Period shall not extend the Feasibility Period or affect when the ▇▇▇▇▇▇▇ Money becomes nonrefundable and payable to Seller. If Buyer is dissatisfied with any exception to title as shown in the Report, Survey, or supplemental title report that reflects a material flaw in Seller’s title to the Property, then Buyer may, by giving notice to Seller and Escrow Agent within the Title Review Period, either:
(1) Cancel this Agreement; or
(2) Provisionally accept title subject to Seller’s cure of the material flaw in Seller’s title described in Buyer’s notice either by removal of any disapproved matters, exceptions, or objections, or Seller obtaining title insurance endorsements satisfactory to Buyer against such matters, exceptions, and objections within two (2) Business Days following receipt of Buyer’s notice (“Seller’s Title Cure Period”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Lienssuch matters, which Seller exceptions and objections before the expiration of the Seller’s Title Cure Period, then, Buyer’s sole and exclusive remedies shall be obligated either to cure), which waive such election shall be given disapproved matters or to cancel this Agreement by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by giving written notice to Seller and Escrow Agent on or before the second (2nd) Business Day following expiration of the Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the ’s Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Cure Period. Seller shall have a one-time right (but not the obligation) no obligation whatsoever to elect that the Title Policy be issued by an alternate eliminate or obtain title insurance company (endorsements over any matters shown by the Report, Survey, or supplemental title report to which Buyer has made an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)objection.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title Review. Buyer shall have until the date that is seven (a7) On business days prior to the expiration of the Review Period to notify Seller in writing (any such notice, a “Defect Notice”) of those exceptions or after matters indicated on the Effective Date, Purchaser may order Title Evidence (i) a such exceptions to title commitment (being referred to as the “Title CommitmentDisclosed Exceptions”) from Land Services USA, Inc., as agent for (x) First American Title Insurance Company, (y) such other nationally recognized title insurance company mutually acceptable of those exceptions that Buyer disapproves. If Buyer fails 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 exceptions or matters indicated on the Title Evidence disapproved by Buyer prior to said date, then all such Disclosed Exceptions shall be deemed approved by Buyer. Any exceptions indicated on the Title Evidence and approved (or deemed approved) by Buyer shall constitute Permitted Exceptions in connection with the issuance of the Title Policy. Any exceptions to title matters, (other than the Permitted Exceptions and the Disclosed Exceptions, identified in ) that arise between the effective date of the Title Commitment or shown on the Survey (or any supplements or updates thereto) which Purchaser finds objectionable (Survey, as the case may be, and the Closing are referred to herein as “Title Objections”). Seller New Defects.” Buyer shall have 5 Business Days from five (5) business days after its receipt of such written notice or updated title objection notice from Purchaser evidence reflecting any New Defects within which to notify Purchaser whether Seller commits to cause such Title Objections to be removed from the land records or insured over (and with in writing of any such matters proposed New Defects to be insured over by which Buyer reasonably objects on the Title Companygrounds that such New Defects either (x) render title unmarketable or uninsurable at Closing, provided, however that regular rates or (y) materially and adversely affect Buyer’s intended use of the Property or the value of the Property. Seller shall be obligated to cure and remove (or cause procure title insurance over) all of the removal from following classes of New Defects and Disclosed Exceptions, as and to the land records extent that they affect the Property (“Mandatory Cure Items”), if any: (a) the liens of all Monetary Liens any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Seller; (b) tax liens for delinquent ad valorem real estate taxes; (c) mechanics liens pursuant to a written agreement either between (x) the claimant (the “Contract Claimant”) and Seller or its employees, officers or managing agents (the “Seller Parties”) or (y) the Contract Claimant and any other contractor, materialman or supplier with which Seller or the Seller Parties have a written agreement; and (d) broker’s liens pursuant to a written agreement between the broker and Seller or any Seller Parties. If Buyer notifies Seller of its disapproval of any exceptions or matters indicated on the Title Evidence, then Seller shall have three (3) business days after such notice to advise Buyer in writing of any such exceptions which Seller is unable or unwilling to remove at or prior the close of Escrow (the “Seller’s Response Notice”), indicating that Seller has elected to cure and remove any such matters (any such matters that Seller elects to cure and remove, “Seller Cure Items”) not later than the Closing. Any Seller shall have until Closing to cure and remove (or procure title insurance over) any Seller Cure Items. If Seller fails to deliver Seller’s Response Notice within such three (3) business day period, Seller shall be deemed to be unable or unwilling to remove the disapproved exceptions or matters set forth except as expressly required in this section. If Seller is (or is deemed to be) unable or unwilling to remove all such disapproved exceptions or matters, then Buyer shall have the Title Commitment right, by written notice to Seller and Settlement Agent delivered not later than the expiration of the Review Period, to terminate this Agreement not later than the date that is five (5) business days after Buyer’s receipt of a Seller’s Response Notice, in which event the Deposit shall be immediately returned to Buyer ,and neither party shall have any further liabilities or Survey obligations pursuant to this Agreement except those liabilities or obligations that expressly survive termination of this Agreement. Failure of Buyer to so terminate this Agreement shall be deemed Buyer’s waiver of its previous title objections and not so objected to by Purchaser (other than Monetary Liens) all such disapproved exceptions or matters 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five Seller fails to cure and remove (5i) Business Days any Mandatory Cure Item, or (and ii) each Disclosed Exception or New Defect, as the Closing shall be extendedcase may be, if necessary) after Purchaserthat Seller agreed to cure (pursuant to a Seller’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cureResponse Notice), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, Buyer may terminate this Agreement by written notice to SellerSeller on or prior to Closing, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall immediately be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this AgreementBuyer.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Appears in 1 contract
Sources: Real Property Purchase and Sale Agreement (Voltari Corp)
Title Review. Buyer will have the opportunity to review title matters respecting the Locations in accordance with the following provisions:
(a) On or after Upon the Effective Dateopening of the Escrow, Purchaser Buyer, at its sole cost, may order (i) have 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 ) of Buyer’s choice issue to Buyer (with complete and legible copies of all instruments and documents referred a copy to therein as exceptions to title, and (iiSeller) a survey of the Property from a reputable surveyor or surveying firm reasonably acceptable to the Title Company preliminary report (the “SurveyPreliminary Report”) reflecting for such form of CLTA or ALTA Leasehold Policy of Title Insurance (the total area “Title Policy”) respecting each Location as Buyer may elect. If Buyer does not give written notice of cancellation during the Cancellation Period (as defined in Section 7.1), then after the expiration of the Property, Cancellation Period and until 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 expiration of the Due Diligence Period, Purchaser shall deliver Inspection Period (as defined in Section 6.3) Buyer may give written notice to Seller of its approval or disapproval of each title exception (the “Exceptions”) shown in each Preliminary Report. Failure by Buyer to give written notice of approval or disapproval of the Exceptions in a given Preliminary Report before the expiration of the Inspection Period will be deemed to be approval of the Exceptions in such Preliminary Report. If Buyer so gives written notice of disapproval of any title mattersExceptions in a given Preliminary Report, other than Permitted Exceptions, identified in the Title Commitment or shown on the Survey Seller will have ten (or any supplements or updates thereto10) which Purchaser finds objectionable (“Title Objections”). Seller shall have 5 Business Days from its days following receipt of such title objection the disapproval in which to give written notice from Purchaser to notify Purchaser whether Seller commits to Buyer that it will either (a) remove or 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 Companydisapproved Exceptions or (b) at Closing, provided, however that Seller shall be obligated to remove or cause eliminate the removal Location which is the subject of such Preliminary Report 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 matterstransaction under this Agreement. If Seller shall be unable or unwilling to remedy any Title Objections gives written notice of its election under (other than Monetary Liensb) as to which Purchaser has objectedabove, Purchaser Buyer may elect either (i) to terminate this Agreement by written notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days days thereafter waive the disapproved Exceptions and negate Seller’s election under (b) above. If a Location is eliminated by Seller, such Location and its related Assets will be deemed to be Excluded Assets and the Closing shall price for the Category A Locations or the Category B Locations, as applicable, will be extendedreduced by the amount allocated to such Location on attached Exhibit C.
(b) Notwithstanding the foregoing provisions of Section 6.2(a) to the contrary, if necessary) after Purchaser’s receipt Buyer will have no right to disapprove of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either following Exceptions: (i) agree to accept title subject to liens for taxes and assessments not yet delinquent or the exceptions validity of which Seller is unable to remove or cause to be removed (being contested in which case such exceptions shall be considered Permitted Exceptions) or good faith by appropriate proceedings; (ii) terminate this Agreementall utility company rights and easements, provided that the same do not materially adversely affect the use of a Location for the purposes permitted by the Lease applicable to such Location; (iii) all laws, rules, regulations, statutes or ordinances affecting a Location; (iv) all ground leases, mortgages and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein deeds of trust which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement superior to the Title Policy at ClosingLease applicable to a Location; and (iv) any encumbrances, in easements and other restrictions which do not materially adversely affect the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have use of a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller Location for the purpose of issuing purposes permitted by the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Lease applicable to such Location.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Unified Western Grocers Inc)
Title Review. Purchaser shall have ten (a10) On or days after receipt of the Effective DateCommitment (the “Review Period”) in which to review the Commitment and underlying documents referenced therein. If Purchaser determines that there are any matters disclosed thereon which render the Unit unmarketable, 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) object to such other nationally recognized title insurance company mutually acceptable to Seller and Purchaser or (z) an alternate title insurance company (or alternate office) selected matters 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 giving written notice to Seller of any title matters, other than Permitted Exceptions, identified in and the Title Commitment or shown on Company, stating with specificity the Survey (or any supplements or updates thereto) exceptions to which Purchaser finds objectionable objects (the “Title ObjectionsObjection Notice”). Seller shall have 5 Business Days from its receipt of If no such title objection notice from Objection Notice is timely given by Purchaser, 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 have accepted title as shown on the Commitment, with all matters shown thereon deemed Permitted Exceptions. If, for any reason, Seller If an Objection Notice 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 timely issued by Purchaser, Seller shall give Purchaser notice thereofSeller, it being understood at its election, may attempt to remove or cure the objectionable exception(s) or to obtain an endorsement providing protection against such exception(s), at Seller's expense, (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 entitled to an adjournment of the Closing for a period of up to thirty (30) days for such purposes). The existence of liens or unwilling encumbrances of any kind shall not constitute a defect allowing termination by Purchaser if Seller elects to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objected, Purchaser may elect either (i) to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded provide to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement a title insurance endorsement insuring against such lien or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”)encumbrance. If Seller does not elect provide a written response to Purchaser's Objection Notice, Seller shall be deemed to have elected not to cure any of Purchaser's objections. If Seller elects not to cure a particular objection, or if Seller elects to cure an objection and is thereafter unable to remove or cure New Objections prior such objection before the scheduled date of Closing (as the same may be extended under this paragraph), then Purchaser shall have the right to further extend the date of Closing for seven (7) calendar days, during which period Purchaser shall determine if Purchaser shall:
(i) Waive Purchaser's uncured objections to title without adjustment in the Purchase Price and proceed to Closing (other than Monetary Liens, whereupon such matters to which Purchaser's uncured objections relate shall be deemed Permitted Exceptions);
(ii) Grant one or more additional periods of time within which Seller shall be obligated continue to attempt to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objectionsremove, Purchaser may, by written notice to Seller, either or obtain title insurance protection against the exceptions; or
(iiii) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate Terminate this Agreement, and in the latter which event the Deposit and accrued interest thereon Title Company shall be returned return the ▇▇▇▇▇▇▇ Money to Purchaser, and thereafter, except for the parties shall be released from all further obligations under this Agreement excepting only those obligations herein which are specifically stated expressly contemplated to survive termination. If Purchaser fails to give timely notice of its election, Purchaser will be deemed to have elected to accept any such uncured or unremoved matter to which Purchaser has objected as shown in the termination of this Agreement, neither party shall Commitment and to have waived any further rightobjection thereto. Purchaser expressly relinquishes and waives any and all other remedies, liability claims, demands and causes of action at law or obligation under this Agreement.
in equity against Seller for failure to deliver marketable title. Promptly following the recording of the final Residential Map creating the Unit and the Residence Declaration, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (c5) In connection with days before Closing, the issuance Commitment in a revised form, reflecting the final Project Documents, including the recordable version of an ALTA 15-06 endorsement the Project Documents, the final legal descriptions of the Unit and other reasonable adjustments to the Title Policy at Commitment applicable to the formation of the Project and creation of the Unit (the "Final Commitment"). The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions accepted by Purchaser pursuant to this Paragraph above. After the Closing, in the event that Seller, at its expense, will cause the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have Purchaser a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of policy in conformance with the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Final Commitment.
Appears in 1 contract
Title Review. (a) On or As soon as reasonably possible after delivery of the Effective DateSurvey, Purchaser may order (i) and not later than September 1, 2000, the Company shall cause Escrow Agent to deliver to the Company and DMB, with a copy to UPK, a current preliminary title commitment report (the “"Title Commitment”Report") from Land Services USA, Inc., as agent a Title Insurer approved by DMB ("Title Insurer") for (x) First American Title Insurance Company, (y) such other nationally recognized the Properties leading to the issuance of an extended coverage owner's policy of 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) (for the “Title Company”)Company with such endorsements as DMB may require, together with complete and legible copies of all instruments and documents referred to therein any matters typed on the Title Report as exceptions to titleor affecting title to the Property. Any costs involved in obtaining such Title Report shall be a due diligence cost of DMB. DMB, and (ii) a survey acting on behalf of the Property Company, shall have thirty (30) days from a reputable surveyor or surveying firm reasonably acceptable to receipt of the Title Company Report (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 required copies of matters of record with respect thereto.
(baffecting title) Prior to the Expiration of the Due Diligence Periodobject, Purchaser shall deliver written in its reasonable discretion, by notice to Seller of UPK and Escrow Agent to any matter affecting title matters, other than Permitted Exceptions, identified in the Title Commitment or shown on the Survey (Title Report which is not expressly permitted by this Agreement or the Operating Agreement. No title policy or report obtained by or furnished to DMB prior to the date of this Agreement, or any supplements other knowledge of title matters with respect to the Properties obtained by DMB prior to the date of this Agreement, shall in any way waive, estop or updates thereto) which Purchaser finds objectionable (“otherwise prevent DMB from objecting to a matter shown upon the Title Objections”). Seller Report even if such matter shall have 5 Business Days from its receipt of such appeared on a title objection notice from Purchaser to notify Purchaser whether Seller commits to cause such Title Objections to be removed from the land records report or insured over (and with any such matters proposed to be insured over policy received 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 DMB 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination date of this Agreement or (ii) the Title Report, or have been otherwise known by DMB prior to proceed to Closing in accordance with the terms and conditions date hereof or of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereofTitle Report. If any matter arises that was not previously disclosed in amendment or supplement ("Amendment") to the Title Commitment or on the Survey Report is issued (as same may have been updatedexcept to remove matters previously objected to by DMB), is discovered a copy thereof shall be promptly delivered by Purchaser or by Escrow Agent to the Title Company and is added DMB, with a copy to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exceptionUPK, together with a legible copy of any new matter referred to therein. DMB, acting on behalf of the Company, shall have ten (10) days after receipt of any such new amendment or supplement (and any required copies), or until the Contribution Date, whichever first occurs, to object by notice to UPK and Escrow Agent. Any objection by DMB under this Section shall describe in reasonable detail the objectionable matter and the reason(s) why it is objectionable. UPK may elect, but shall not be required, to cure any matters objected to by DMB as provided herein, except that UPK shall remove any Monetary Liens which are objected to herein and UPK shall remove any item placed upon the Properties in violation of Section 16(c). If UPK fails to cure any matter objected to by DMB, DMB may elect, as its exclusive remedy for UPK's failure to cure an objectionable matter, to provide Seller with written notice of (i) waive its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New ObjectionsUPK and Escrow Agent, Purchaser may, by written notice and the Properties shall be contributed to Seller, either (i) agree to accept title the Company on the Contribution Date subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or objectionable matters, (ii) terminate this AgreementAgreement as of December 31, and in 2000 under the latter event the Deposit and accrued interest thereon shall be returned to PurchaserOperating Agreement as a Title Termination by giving notice on or before January 11, and thereafter2001, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement right to obtain a Termination reimbursement, or (iii) terminate the Title Policy at Closing, in Contribution Notice and elect not to have the event that the Title Company is unable or unwilling acquire any Properties subject to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued such objectionable matters by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s electionUPK and Escrow Agent; provided, Purchaser however, that no remedy elected by DMB shall engage the alternate title insurance company (or alternate office result in a reduction of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of UPK's Capital Account. If DMB fails to object to any additional search and exam fees resulting from Seller’s exercise of its rights matter set forth in the Title Report or in any amendment or supplement thereto within the time periods prescribed in this Section 2.2(c)but no later than December 31, 2000, the Company shall be deemed to have accepted such matters; provided, however, that if further Amendments are issued after December 31, 2000, then DMB shall have the right to object to any further matters shown therein which it considers objectionable, but in the absence of an election by UPK to cure the objection, DMB may elect, as its sole remedy for UPK's failure to cure such objectionable matter, to waive the objection or terminate the Contribution Notice but only with respect to the affected Property to which the objection relates.
Appears in 1 contract
Title Review. (a) On or after At any time during the Effective DateTitle and Survey Review Period, Purchaser may order (i) a title commitment (the “Title Commitment”) from Land Services USAobject in writing to any liens, 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 titleencumbrances, 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 other 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 reflected by the Title Commitment or shown on Survey. All such matters to which Purchaser so objects shall be “Non-Permitted Exceptions”; if no such objection notice is given during the Title and Survey Review Period, except as otherwise provided below, all matters reflected by the Survey (and Title Commitment shall be “Permitted Exceptions”. If, between the end of the Title and Survey Review Period and Closing, Purchaser receives notice of additional liens, encumbrances or any supplements other matters not reflected in the initial Title Commitment or updates thereto) which Survey or otherwise becomes aware of such matters, Purchaser finds objectionable (“Title Objections”)may submit a revised list adding additional Non-Permitted Exceptions. Seller may, but shall have 5 not be obligated to, at its sole cost and expense, cure, remove or insure around all Non-Permitted Exceptions and give Purchaser written notice thereof within five 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 after the Title Company) at Closingand Survey Review Period expires or, if applicable, after delivery of any revised list; provided, however that Seller however, Seller, at its sole cost and expense, shall be obligated to cure, remove or cause insure around by Closing all mortgages, deeds of trust, judgment liens, mechanic’s and materialmen’s liens, and other monetary liens against 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 Property (other than Monetary Liensliens for taxes and assessments which are not delinquent) which either secure indebtedness or can be removed by payment of a liquidated sum of money, whether or not Purchaser objects thereto during the Inspection Period, and all such matters shall be deemed to be Non-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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect timely cause all of the Non-Permitted Exceptions to remove be removed, cured or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of otherwise omitted from Purchaser’s Title Commitment and timely deliver written notice setting forth such New Objectionsthereof to Purchaser, Purchaser may, at any time and at its election, (a) terminate this Agreement and recover the ▇▇▇▇▇▇▇ Money and the Pursuit Costs by providing written notice of termination to Seller, either (i) agree to accept title subject to the exceptions which and neither Purchaser nor Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate have any obligations under this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, Agreement except for those obligations herein which are specifically stated to that expressly survive the termination of this Agreement, neither party (b) extend the Closing Date one or more times until three Business Days after Seller has caused all of the Non-Permitted Exceptions to be removed, cured or otherwise omitted from Purchaser’s Title Commitment (but in no event shall have any further rightClosing be extended by more than ten days), liability or obligation under this Agreement.
(c) In connection with purchase the issuance of an ALTA 15-06 endorsement Property subject to the Title Policy at ClosingNon-Permitted Exceptions (other than liens that Seller is obligated to cure, remove or insure around), in which event the event Non-Permitted Exceptions (other than liens that Seller is obligated to cure, remove or insure around) subject to which Purchaser elects to purchase the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller Property shall have a one-time right (but not the obligation) to elect that the Title Policy thereafter be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Permitted Exceptions.
Appears in 1 contract
Sources: Assignment and Assumption of Purchase and Sale Agreement (Industrial Income Trust Inc.)
Title Review. Buyer shall have until February 1, 1997, or fifteen (a15) On or after the Effective Date, Purchaser may order (i) a title commitment ------------ days prior to closing (the “"Title Commitment”Review Period") from Land Services USAwithin which to conduct title due diligence with respect to the Properties (whether through the examination of lease files, Inc.abstracts, as agent for ▇▇▇▇▇▇▇'▇ ownership reports or physical inspection of the documents indexed against the Properties. If the records or materials furnished to or examined by Buyer reflect the existence of any discrepancy in working or net revenue interests or any material encumbrance, encroachment or defect in title that renders title to all or any portion of the Properties, in the opinion of Buyer or its attorneys, less than defensible, and which Buyer does not waive (x) First American the "Title Insurance CompanyDefects"), (y) written notice of such other nationally recognized title insurance company mutually acceptable specific Title Defects shall be given by Buyer to Seller and Purchaser on 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 before expiration of the Property from Title Review Period. No matter shall be construed as a reputable surveyor Title Defect unless so construed under generally accepted oil and gas industry title examination standards for the State of Oklahoma, but Title Defects shall specifically include any preferential right to purchase which is exercised or surveying firm reasonably acceptable outstanding. If Title Defects shall be timely asserted by ▇▇▇▇▇, Seller may, but shall not be obligated to, attempt to the Title Company (the “Survey”) reflecting the total area of the Property, the location of cure or remove 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) Defects, at ClosingSeller's sole expense, 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 With respect 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 Defect which remains uncured forty-eight (other than Monetary Liens48) 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or hours prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either then (i) agree to accept title subject Buyer shall propose an adjustment to the exceptions Purchase Price (which Seller is unable to remove or cause to be removed (in shall not exceed the Allocated Value of the affected Property) which case such exceptions shall be considered Permitted Exceptions) or Buyer believes represents the difference between the Allocated Value and the true value given the existence of the unresolved Title Defect, (ii) terminate this AgreementSeller may accept Buyer's proposed adjustment to the Purchase Price or may negotiate with Buyer a lesser adjustment to the Purchase Price, and in (iii) if Seller and Buyer cannot agree upon a reduced Purchase Price, the latter event Property affected by the Deposit and accrued interest thereon Title Defect shall not be sold to Buyer, but shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected retained by Seller from and the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller Purchase Price shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth reduced by the Allocated Value assigned to such Property in this Section 2.2(c)Exhibit "A" hereto.
Appears in 1 contract
Title Review. At the sole expense of OMO, OMO has delivered to NAG ------------ its objections (a) On together with the basis for such objections), if any, to any valid exceptions, claims, or after defects revealed by the Effective DateTitle Commitment, Purchaser may order Title Documents and/or Survey, which would render Ozdon's title to the Land unmerchantable or adversely affects the use of the Land for the Intended Purposes (collectively, the "Title Objections"); provided, however, that (i) a title commitment (---------------- items shown on Schedule B Part I of the “Title Commitment”) from Land Services USA, Inc., as agent for (x) First American Commitment shall automatically be deemed Title Insurance Company, (y) such other nationally recognized title insurance company mutually acceptable to Seller and Purchaser Objections that may be cured or (z) an alternate title insurance company (satisfied at any time before or alternate office) selected by Seller pursuant to Section 2.2(c) (at the “Title Company”), together with complete and legible copies of all instruments and documents referred to therein as exceptions to titleClosing, and (ii) a survey OMO accepts and agrees that the following exceptions shall not be considered Title Objections, and shall be deemed acceptable to Purchaser (collectively, the "Permitted Exceptions"): (a) title and zoning restrictions of -------------------- record or imposed by law or ordinances that will not materially and adversely affect Ozdon's use of the Property Land for the Intended Purposes; (b) servitudes and restrictions of record that will not materially and adversely affect Ozdon's use of the Land for the Intended Purposes; (c) outstanding mineral rights, provided the owner thereof does not have the right to use the surface of the Land; and (d) encroachments not to exceed one (1') foot located from the boundary line of the Land. In the event OMO has not given NAG written notice thereof prior to the Effective Date, OMO shall be deemed to have approved the condition of title and all survey matters as shown in the Title Commitment, Title Documents and Survey, except for any specific Title Objections timely made by OMO. In the event OMO does timely and properly make a reputable surveyor valid Title Objection, but NAG refuses or surveying firm reasonably acceptable is unable to cure any of the Title Objections prior to Closing, OMO may, at its option, either (i) accept title and all survey matters subject to the Title Company (the “Survey”) reflecting the total area of the PropertyObjections which remain uncured, 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 without an adjustment in the Title Commitment or shown on the Survey (or any supplements or updates thereto) which Purchaser finds objectionable (“Purchase Price because of such 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 , in which event said 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. Ifwaived for all purposes, 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 terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and giving written notice thereof to NAG at or prior to the expiration of five (5) days after NAG has given OMO written notice that it refuses or is unable to cure the Title Objection, in the latter which event the Deposit and accrued interest thereon this Agreement shall be returned of no further force or effect and the parties shall have no further rights or obligations one to Purchaserthe other hereunder, and thereafterNAG shall return to OMO the deposit NAG received under the Term Sheet. If the notice described in item (ii) is not timely given, except for those obligations herein which then OMO shall be deemed to have waived its right to object to all uncured Title Objections and they shall be deemed Permitted Exceptions. Any exceptions to title or survey matters that are specifically stated either accepted or waived by Purchaser as aforesaid shall all be deemed "Permitted Exceptions." The "Intended -------------------- -------- Purposes" shall be the operation of a duly qualified video poker truck stop -------- facility. NAG shall cause the following to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement be canceled prior to the Title Policy at ClosingEffective Date: Notice of Tax Assessment and Lien filed by the Louisiana Department of Labor against Ozdon Investments, Inc., recorded December 15, 2000, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to SellerMOB 1047, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office Page 585 under Original Act No. 863677, official records of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so electsSt. Landry Parish, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c)Louisiana.
Appears in 1 contract
Sources: Purchase, Release, Settlement and Indemnity Agreement (North American Gaming & Entertainment Corp)