Title Review. Between the execution of this Agreement and the Closing, Vendor shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents (including contracts, correspondence and files) in its possession pertaining to the Assets for purposes of permitting Purchaser to review Vendor's title to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor. 10.2 Title Defects (a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values. (b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser shall be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. (c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party. (d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Southern Mineral Corp)
Title Review. Between 3.5.1. Immediately upon the execution opening of this Agreement and Escrow, Seller shall order a preliminary title report from Escrow Agent showing Escrow Agent’s willingness to issue a standard ALTA owner’s form of title insurance policy on the Closing, Vendor shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents (including contracts, correspondence and files) Property in its possession pertaining to the Assets for purposes amount of permitting Purchaser to review Vendor's title to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determinationPurchase Price, and showing all exceptions to such policy (“Title Report”); at the time of ordering the Title Report, Seller shall instruct Escrow Agent to promptly furnish a copy thereof to Buyer. Buyer shall have thirty (30) days after receipt of the Title Report within which to notify Seller in writing (“Notice of Disapproved Title Matters”) of Buyer’s disapproval of (also referred to herein as “objection to”) any eventmatter disclosed by the Title Report (“Disapproved Title Matter”), no later than with such notice indicating in reasonable detail the fifth Business Day before nature of the disapproved matter. Within seven (7) days after delivery of the Notice of Disapproved Title Matters, Seller shall notify Buyer in writing (“Seller’s Response to Notice of Disapproved Title Matters”) whether Seller will or will not cure any Disapproved Title Matter prior to the Closing Date, Purchaser with such notice indicating in reasonable detail the manner in which Seller will cure any Disapproved Title Matter that Seller elects to cure. If Seller does not deliver Seller’s Response to Notice of Disapproved Title Matters within the time period authorized for such notice, or delivers such notice but does not address each Disapproved Title Matter or part thereof, Seller shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser be deemed to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts have elected not to cure the Disapproved Title Matters or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Valuesunaddressed part thereof. If Purchaser's Estimate is less than five percent (5%) of Buyer delivers the Base PriceApproval Notice authorized in this Agreement, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser Buyer shall be deemed to have waived the uncured objection to each and every Disapproved Title Defects Matter and shall be obligated deemed to complete the purchase and sale of the Assets, have agreed to accept title subject thereto without any adjustment of reduction in the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will Price; provided that Buyer shall not be deemed to have waived the uncured Title Defects objection to, and shall not be obligated deemed to complete have agreed to accept title subject to, any Disapproved Title Matter that Seller has elected to cure in the purchase manner stated in writing by Seller and sale accepted in writing by Buyer.
3.5.2. Without the need for disapproval by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title prior to the Closing Date.
3.5.3. With respect to any matter first-disclosed in an update to the Title Report issued after delivery of the AssetsApproval Notice, without any adjustment if any, Buyer may, within five (5) days after receipt of the Purchase Price on account of Title Defects; such update, terminate this Agreement by written notice to Seller given within such 5-day period, in which event, event the Closing Xxxxxxx Money actually held by Escrow Agent shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant be returned to this section, Buyer and neither Vendor Seller nor Purchaser Buyer shall have any further obligation rights or liability obligations under or relating to this Agreement, except pursuant to any surviving obligations and except that, in the other as a result event that such matter was first-disclosed after delivery of such terminationthe Approval Notice due to fraud on the part of Seller, and the Deposit and any interest earned thereon Buyer shall be returned entitled to Purchaserrecover its expenses in the manner provided in Section 4.2; provided that if Buyer does not so terminate this Agreement, Buyer shall be deemed to have waived objection to any such matter and shall be deemed to have agreed to accept title subject thereto without reduction in the Purchase Price.
3.5.4. As used in this Agreement, the term “Permitted Exceptions” shall mean: (i) the matters in the Title Report or any update thereof that Buyer has not disapproved pursuant to this Section 3.5; (ii) the matters in the Title Report that Buyer has disapproved, but subsequently waived objection to, pursuant to this Section 3.5; (iii) matters created by, through, or under Buyer; (iv) matters in the Survey that Buyer has not disapproved pursuant to Section 3.6; (v) matters in the Survey that Buyer has disapproved, but subsequently waived objection to, pursuant to Section 3.6; and (vi) real estate taxes not yet due and payable.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Review. Between Purchaser shall have the execution of right to object in writing on or before the Title Objection Date to any title or survey matters that affects the Property which are disclosed in the Title Commitment, Existing Surveys, or if obtained, the Updated Survey (herein collectively called “Exceptions”). Unless Purchaser timely objects to the Exceptions in writing or except as further provided below in this Agreement and the Closing, Vendor shall make available to Purchaser and its representatives, at Vendor's offices during normal business hoursSection 4.3, all title documents (including contracts, correspondence and files) in its possession pertaining to the Assets for purposes of permitting Purchaser to review Vendor's title to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser Exceptions shall be deemed to have waived the uncured Title Defects and be approved by Purchaser (“Permitted Exceptions”). Any Exceptions which are timely objected to by Purchaser in writing shall be referred to herein as the “Title Objections”. Seller shall notify Purchaser in writing within 3 Business Days after receipt of Purchaser’s notice of Title Objections (“Seller Title Response Period”) whether Seller elects to remove (by causing to be released from the Property) the same and if Seller makes such election, Seller shall be contractually obligated under this Agreement to complete remove (by causing to be released from the purchase and sale Property) such Title Objections on or before Closing. If Seller does not elect to cure all of the Assets, without any adjustment Title Objections by written notice delivered to Purchaser prior to expiration of the Purchase Price on account of Seller Title Defects.
Response Period (c) If and Seller’s failure to give any written notice to Purchaser prior to the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) expiration of the Base Price or greaterSeller Title Response Period shall be deemed Seller’s election not to cure any of the Title Objections), either Vendor or then (a) Purchaser may terminate this Agreement upon by written notice given delivered to Seller no later than 1 Business Day after expiration of the other Party within five Business Days Seller Title Response Period, in which case the Xxxxxxx Money Deposit shall be promptly returned to Purchaser and the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of such agreement or determinationthis Agreement, as and (b) if Purchaser does not terminate this Agreement in accordance with the case may beimmediately preceding clause, those Title Objections that Seller did not elect to cure shall constitute Permitted Exceptions. If neither Party gives such noticeNotwithstanding the foregoing, then Purchaser will the following shall not be deemed to have waived the uncured Title Defects considered Permitted Exceptions and Seller shall be obligated at Closing to complete cause, at its sole cost and expense, the purchase release of (x) any monetary Exceptions created by or through Seller which are secured by the Property, (y) any exceptions relating to the power, authority or good standing of Seller, and sale (z) any general exceptions that would be removed through Seller’s execution and delivery of the Assets, without any adjustment of the Purchase Price on account of Owner’s Title Defects; Affidavit (as defined in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either PartySection 4.5 below).
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Growth & Income REIT, Inc.)
Title Review. Between Buyer is satisfied with the execution status of this Agreement and the Closing, Vendor shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents (including contracts, correspondence and files) in its possession pertaining to the Assets for purposes of permitting Purchaser to review Vendor's title to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, Property as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected disclosed by the Title Defects Report and Purchaser's good faith estimate the Survey. In that regard:
(i) Buyer shall have fifteen (15) days (the "REVIEW PERIOD") following receipt of the decrease in value attributed by Purchaser to such interests by reason of the existence of both the Title Defect(sReport and the Survey in which to review and to give Seller and Escrow Agent written notice of any Survey matter or title exception which is unacceptable to Buyer, in Buyer's reasonable judgment (each such matter or exception, a "DISAPPROVED MATTER"). Vendor shall use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaserprior to Closing, Vendor does not agree with Purchaser's EstimateEscrow Agent issues a supplemental or amended title report showing additional title exceptions (an "AMENDED TITLE REPORT"), Buyer shall have a period of time (a "SUPPLEMENTAL REVIEW PERIOD") equal to five (5) days from the issue shall be resolved pursuant to the provisions date of receipt of the Arbitration Act (Alberta). Each Party shall promptly prepare Amended Title Report and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission document referred to in the other PartyAmended Title Report in which to give notice of dissatisfaction as to any additional Disapproved Matters. The arbitrator will be instructed If Buyer does not object to select either Vendor's good faith estimate a Survey matter or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever an exception to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values title as agreed upon disclosed by the Parties Title Report or as determined by an Amended Title Report within the arbitrator is less than five percent (5%) of the Base Priceapplicable time period, Purchaser such matter or exception shall be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defectsbeen approved by Buyer.
(cii) 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 aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator date that is five percent (5%) days prior to the expiration of the Base Price Due Diligence Period.
(iii) If Seller does not eliminate all of the Disapproved Matters or greaterobtain title insurance endorsements against such Disapproved Matters on or before the date that is five (5) days prior to the expiration of the Due Diligence Period, Buyer's sole and exclusive remedy shall be to either Vendor or Purchaser may terminate (A) cancel this Agreement upon by giving written notice given of cancellation to Seller and Escrow Agent on or before the expiration of the Due Diligence Period, or (B) waive its objections to the other Party within five Business Days of Disapproved Matters and proceed to close with such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be Disapproved Matters thus being conclusively deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given approved by either PartyBuyer.
(div) If a Party gives Notwithstanding anything in this Agreement to the contrary, title to the Property shall be delivered to Buyer at the Closing free and clear of all monetary liens and encumbrances (other than the 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, and Buyer need not give any further notice of termination pursuant disapproval as to those items.
(v) The matters shown in the Title Report and any Amended Title Report (other than standard printed exceptions and exclusions that will be included in the title policy) that are approved or deemed approved by Buyer in accordance with this sectionSECTION 5.1, neither Vendor nor Purchaser shall have any further obligation the Survey matters that are approved or liability to the other as a result of such terminationdeemed approved by Buyer, and any other matters approved by Buyer in writing, are referred to in this Agreement as the Deposit and any interest earned thereon shall be returned to Purchaser"APPROVED TITLE EXCEPTIONS."
Appears in 1 contract
Title Review. Between Purchaser shall have a period of twenty (20) days from the execution date on which it obtains the last of this Agreement the Title Commitment and the Closing, Vendor shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents (including contracts, correspondence and files) Survey in its possession pertaining to the Assets for purposes of permitting Purchaser which to review Vendor's the state of Seller’s title to the AssetsLand (the “Title Review Period”). If the Survey or Title Commitment reflects or discloses any defect, exception, or other matter affecting the Land (individually, “Title Defect” and collectively, “Title Defects”) that is unacceptable to Purchaser shall conduct its review of Vendor's title for any reason whatsoever, then prior to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, and in any event, no later than expiration of the fifth Business Day before the Closing DateTitle Review Period, Purchaser shall provide Seller with written notice of its objections, and Seller shall have ten (10) days (the “Cure Period”) from the date of Seller’s receipt of such notice to remove or cure any Title Defects to the satisfaction of Purchaser. Seller shall use its best efforts to remove or cure the Title Defects to Purchaser’s satisfaction, but shall not be required to incur any costs to do so. If Seller cannot cure any or all of the Title Defects within the Cure Period, Seller shall notify Purchaser in writing, prior to the Vendor expiration of the Cure Period, specifying Seller’s failure, refusal, or agreement to cure each of the Title Defects (the “Cure Notice”), and Purchaser may on or before ten (10) days after receipt of the Cure Notice (The “Defect Review Period”), either (i) terminate this Contract by written notice to the Seller, or (ii) elect in writing to waive any uncured Title Defect which Seller has not agreed in the Cure Notice to cure at or prior to Closing. If Purchaser fails to terminate the Contract prior to expiration of the Defect Review Period, then any Title Defect (i) that Seller has failed to cure prior to the expiration of the Cure Period and has not agreed in the Cure Notice to cure or cause to be cured by Closing, and (ii) that is set forth on Schedule B of the Title Commitment shall be deemed waived by Purchaser. In the event Seller fails to provide Purchaser with the Cure Notice prior to the expiration of the Cure Period, Purchaser shall have the right, at any time after the expiration of the Cure Period, to either (i) terminate this Contract by written notice to Seller; or (ii) elect in writing to waive any uncured Title Defects. Such notice shall include a description of each Title Defect, the remedy sought Any exceptions to Seller’s title (i) (a) to which Purchaser has not objected or (b) which have been waived or deemed waived by Purchaser, the Assets directly affected by and (ii) which are shown on Schedule B of the Title Defects and Purchaser's good faith estimate of Commitment shall be “Permitted Exceptions”. In no event shall any matter or instrument which affects the decrease Land become a Permitted Exception until Purchaser has (i) been advised in value attributed by Purchaser to such interests by reason writing of the existence of the Title Defect(s). Vendor shall use all reasonable efforts to cure such matter or rectifyinstrument, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(aii) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") received a legible copy of the aggregate Defect Valuesinstrument, if any, creating such exception, and (iii) failed to object to said exception within ten (10) days following Purchaser’s receipt of written notification of the existence of such exception and the instrument creating such exception. If Purchaser's Estimate is less than five percent (5%) of Purchaser terminates this Contract as provided for herein, then the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue Xxxxxxx Money shall be resolved pursuant returned immediately to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare Purchaser and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser shall be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor Seller nor Purchaser shall have any further right or obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaserhereunder.
Appears in 1 contract
Samples: Contract of Sale in Lieu of Condemnation (American Locker Group Inc)
Title Review. Between During the execution of this Agreement Title and Survey Review Period, Buyer shall review title to the Real Property as disclosed by the Title Commitment and the ClosingSurvey. All matters shown in the Title Commitment, Vendor the Title Documents and the Survey (if any) which 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 make available be conclusively deemed to Purchaser be accepted by Buyer. If Buyer timely delivers to Seller Buyer’s Title Objection Notice prior to the end of the Title and its representatives, at Vendor's offices during normal business hours, all Survey Review Period specifying Buyer’s objection to any title documents (including contracts, correspondence and files) in its possession exception pertaining to the Assets for purposes 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 permitting Purchaser such Title Objections; provided, however, if Seller is able and willing to review Vendor's title eliminate or cure some or all of such Title Objections, Seller shall notify Buyer in writing within ten (10) days after the end of the Title and Survey Review Period (“Seller’s Notice Period”) of those Title Objections Seller intends to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, eliminate or cure (said notice hereinafter called “Seller’s Title Notice”) and in any event, no later than which case the fifth Business Day elimination or curing by Seller of the Title Objections specified by Seller for cure or elimination in Seller’s Title Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s Title Notice to Buyer within Seller’s Notice Period, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser Objections. If Seller (i) does not timely deliver Seller’s Title Notice or (ii) notifies or is deemed to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts have notified Buyer that Seller is unable or unwilling to cure or rectifyany particular Title Objection, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser 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 uncured Title Defects and shall be obligated to complete the purchase and sale end of the AssetsInspection Period, without 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 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 expiration of the Inspection Period. Notwithstanding the foregoing provisions of this Section 5.3 to the contrary, Buyer and Seller acknowledge that although Seller has no obligation (unless specifically set forth in Seller’s Title Notice) to cure any adjustment title matters, subject to Buyer’s full performance under this Agreement, 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 on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of a portion thereof for such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such terminationpurpose), and Seller further agree to remove any title exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Deposit and any interest earned thereon Effective Date without Buyer’s consent (if requested, such consent shall not be returned to Purchaserunreasonably withheld or delayed).
Appears in 1 contract
Title Review. Between Within ten (10) business days after the execution Effective Date of this Agreement Agreement, Buyer shall obtain a preliminary title report for the Property, together with copies of all written instruments creating the exceptions specified therein, and a plat map, if requested by Buyer, plotting all easements specified therein (collectively, the Closing, Vendor “Title Report”). Buyer shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents notify Seller in writing (including contracts, correspondence and files“Buyer’s Objection Notice”) in its possession pertaining on or before the expiration of the Due Diligence Period of any objections Buyer may have to the Assets for purposes title exceptions contained in the Preliminary Title Report. Buyer’s failure to provide Seller with a Buyer’s Objection Notice within said period shall constitute Buyer’s approval of permitting Purchaser all exceptions to review Vendor's title shown on the Preliminary Title Report. Seller shall have a period of ten (10) days after receipt of Buyer’s Objection Notice in which to deliver written notice to Buyer (“Seller’s Notice”) of Seller’s election to either (i) agree to remove or cure the objectionable items prior to the AssetsClose of Escrow, or (ii) decline to remove or cure any such title exceptions and terminate Escrow and this Agreement. Purchaser If Seller notifies Buyer of its election to terminate Escrow rather than remove and cure the objectionable items, Buyer shall conduct its review have the right, by written notice delivered to Seller within ten (10) days after Buyer’s receipt of Vendor's title Seller’s Notice, to agree to accept the Property subject to the Assets with diligence. From time objectionable items, in which event Seller’s election to time, as soon as reasonably practicable after determinationterminate the Escrow shall be of no effect, and in any event, no later than Buyer shall take title at the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing Close of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser Escrow subject to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, objectionable items without any adjustment of to or credit against the Purchase Price on account Price. Upon the issuance of any amendment or supplement to the Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price Report which adds additional exceptions, or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimateadds any new requirement, the issue foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer’s initial period of review and approval or disapproval of any such additional exceptions shall be resolved pursuant limited to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser shall be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.ten
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Review. Between During the execution of this Agreement Contingency Period, Buyer shall review title to the Property as disclosed by the PTR and the ClosingSurvey. All matters shown in the PTR, Vendor the Title Documents and the Survey (if any) which are not objected to by Buyer by delivery of written notice thereof (“Buyer’s Title Objection Notice”) to Seller on or before five days prior to the expiration of the end of the Contingency Period shall make available be conclusively deemed to Purchaser and its representatives, at Vendor's offices during normal business hours, all be accepted by Buyer. If Buyer timely delivers to Seller Buyer’s Title Objection Notice specifying Buyer’s objection to any title documents (including contracts, correspondence and files) in its possession exception pertaining to the Assets for purposes 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 some or all of permitting Purchaser such Title Objections; provided, however, if Seller is able and willing to review Vendor's title eliminate or cure some or all of such Title Objections, Seller shall notify Buyer in writing within 4 days of receipt of Buyer’s Title Objection (“Seller’s Notice Period”) of those Title Objections Seller intends to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, eliminate or cure (said notice hereinafter called “Seller’s Title Notice”) and in any event, no later than which case the fifth Business Day elimination or curing by Seller of the Title Objections specified by Seller for cure or elimination in Seller’s Title Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s Title Notice to Buyer within Seller’s Notice Period, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser Objections. If Seller (i) does not timely deliver Seller’s Title Notice or (ii) notifies or is deemed to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts have notified Buyer that Seller is unable or unwilling to cure or rectifyany particular Title Objection, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser Buyer shall be deemed to have waived elected to accept all Title Objections other than those which Seller, in Seller’s Title Notice, has agreed to eliminate or cure. Buyer may also decline to deliver the uncured Title Defects and shall be obligated Property Approval Notice prior to complete the purchase and sale expiration of the AssetsContingency Period if Buyer objects to Seller’s Title Notice. Notwithstanding the foregoing provisions of this Section 5.3 to the contrary, without Buyer and Seller acknowledge that although Seller has no obligation (unless specifically set forth in Seller’s Title Notice) to cure any adjustment title matters, subject to Buyer’s full performance under this Agreement, Seller does agree to deliver title to the Property at Closing free and clear of (x) liens of the deeds of trust and/or mortgages created by, under or through Seller, or any mechanic’s liens, financing statements, liens for delinquent taxes and delinquent assessments, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price on account or a portion thereof for such purpose), and Seller further agrees 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). The current installment of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects property taxes and assessments shall be obligated pro-rated at Closing and Seller shall not be required to complete retire or repay any assessment bonds encumbering the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either PartyProperty.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust, Inc.)
Title Review. Between Buyer shall notify Seller in writing (the execution of this Agreement and the Closing, Vendor shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents (including contracts, correspondence and files“Title Objection Notice”) in its possession pertaining prior to the Assets for purposes expiration of permitting Purchaser to review Vendor's title the Due Diligence Period if Buyer objects to the Assetscondition of title as shown on a title report (the “Title Report”) for the Real Property issued by Old Republic Title Insurance Company (“Title Company”) or any items shown on the Survey. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser Buyer shall be deemed to have waived approved the uncured condition of title as shown on the Title Defects Report and shall be obligated the Survey if Buyer fails to complete deliver to Seller the purchase and sale Title Objection Notice prior to the expiration of the AssetsDue Diligence Period. If Buyer timely delivers to Seller the Title Objection Notice, without any adjustment Seller shall notify Buyer in writing within three (3) business days after Seller’s receipt of the Purchase Price on account Title Objection Notice of Title Defects.
Seller’s election to either (ci) If the aggregate Defect Values as agreed upon by the Parties cure or as determined by the arbitrator is five percent (5%) satisfy all or some of the Base Price objection(s) (the “Objections”) set forth in the Title Objection Notice and/or (ii) not to cure or greater, either Vendor satisfy any of the Objections. Seller shall have until Close of Escrow to cure or Purchaser may terminate satisfy any Objections that Seller elects to cure or satisfy and Seller’s failure to do so by Close of Escrow shall constitute a default by Seller under this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may beAgreement. If neither Party gives such noticeSeller fails to notify Buyer in writing of its election within the three (3) business day period referenced above, then Purchaser will Seller shall be deemed to have waived elected not to cure or satisfy all of the uncured Objections. If Seller notifies Buyer in writing of its election not to cure or satisfy any of the Objections or is deemed to have elected not to cure or satisfy any of the Objections, then Buyer shall either: (A) waive the Objections and proceed with Close of Escrow pursuant to all of the terms of this Agreement, or (B) terminate this Agreement by written notice to Seller. Buyer shall notify Seller in writing of its election either to terminate this Agreement or waive the Objections pursuant to the foregoing sentence within three (3) business days after Buyer’s receipt of Seller’s response to the Title Defects and Objection Notice. If Buyer fails to notify Seller in writing of its election to either terminate this Agreement or waive the Objections within the time period provided above, Buyer shall be obligated deemed to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) terminated this Agreement. If a Party gives notice of termination Buyer terminates this Agreement pursuant to this sectionSection, neither Vendor nor Purchaser Seller shall have any further obligation or liability immediately direct Escrow Holder to return the other as a result of such termination, and the Xxxxxxx Money Deposit and any interest earned thereon shall be returned to PurchaserBuyer.
Appears in 1 contract
Title Review. Between Buyer has reviewed the execution PTR and the Survey and has approved Schedule B, special exceptions 2, 3 and 4 (with respect to non-delinquent installments only), 5, 6, 7, 8 and 9 of the PTR (the “Approved Exceptions”). If the Title Company issues a supplement to the PTR that includes any new exceptions to title, Buyer shall have three (3) business days after receipt of such supplement to deliver to Seller a notice disapproving such new exception to title. Buyer’s failure to so object to such new exception shall be conclusively deemed to be Buyer’s approval of such new exception. If Buyer timely delivers to Seller such disapproval notice, then Seller, within five (5) business days after receipt of such disapproval notice, may but shall not be obligated to, notify Buyer in writing (“Seller’s Title Notice”) that Seller will eliminate or cure (by title endorsement paid for by Seller and acceptable to Buyer from the Title Company or otherwise) such new exception, and if Seller so elects, the elimination or curing by Seller of such exception shall be a condition precedent to Buyer’s obligation to close. If Seller does not deliver Seller’s Title Notice to Buyer within such period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the new exception. If Seller (i) does not timely deliver Seller’s Title Notice or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any new exception, Buyer may elect to terminate this Agreement by written notice to Seller delivered within three (3) business days following notice or deemed notice that Seller is unable or unwilling to cure any new exception. Buyer’s failure to so terminate this Agreement shall be deemed Buyer’s waiver of any objection to such new exception. Notwithstanding the foregoing provisions of this Agreement and the Closing, Vendor shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents (including contracts, correspondence and files) in its possession pertaining Section 5.3 to the Assets for purposes of permitting Purchaser contrary, subject to review Vendor's Buyer’s full performance under this Agreement, Seller does agree to deliver title to the Assets. Purchaser shall conduct its review Real Property at Closing free and clear of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate liens of the decrease in value attributed by Purchaser deeds of trust and/or mortgages created by, under or through Seller, which liens Seller shall cause to such interests by reason of be released at or prior to Closing (with Seller having the existence of the Title Defect(s). Vendor shall use all reasonable efforts right to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of apply the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Albertaa portion thereof for such purpose). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser shall be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and Seller further agrees to remove any title exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Deposit and any interest earned thereon shall be returned to PurchaserEffective Date without Buyer’s consent.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Hines Real Estate Investment Trust Inc)
Title Review. Between Within five (5) business days following the mutual execution of this Agreement Agreement, Seller shall procure and deliver, or cause the ClosingTitle Company to procure and deliver, Vendor shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all Buyer a current preliminary title documents (including contracts, correspondence and files) in its possession pertaining to the Assets for purposes of permitting Purchaser to review Vendor's title to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected report issued by the Title Defects and Purchaser's good faith estimate Company ("Title Report") showing the state of the decrease in value attributed by Purchaser to such interests by reason title of the existence of Property, and the underlying title exceptions referenced in the Title Defect(sReport. Buyer shall have until the date twenty (20) days following the Effective Date ("Title Review Period") to notify Seller, in writing, of Buyer's objection to any exceptions contained in the Title Report (hereinafter referred to as "Title Defects"). Vendor shall use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor Buyer does not agree with Purchaser's Estimateapprove or disapprove such Title Report in writing within such Title Review Period, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser then Buyer shall be deemed to have waived approved the uncured Title Report and the condition set forth in this Section 5.1.1 shall be deemed satisfied. Upon receipt of notification of any Title Defects and by Buyer within the Title Review Period, Seller shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is have five percent (5%) of the Base Price or greaterdays within which to elect, either Vendor or Purchaser may terminate this Agreement upon by written notice given to Buyer, to attempt to remove or delete from the other Party within five Business Days of such agreement or determination, as the case may betitle to be conveyed to Buyer (in a manner reasonably acceptable to Buyer) any Title Defects objected to by Buyer. If neither Party gives Seller does not notify Buyer of its election to attempt to cure such noticeTitle Defects within such five (5) day period, then Purchaser will Seller shall be deemed to have waived elected not to attempt to cure such Title Defects. If Seller does not elect to attempt to cure such Title Defects, then Buyer then may elect prior to the uncured Title Defects expiration of the Feasibility Period to either waive its objections and proceed with the purchase of the Property pursuant to the terms of this Agreement or terminate this Agreement, in which event Buyer shall be obligated entitled to complete the purchase and sale prompt return of the Assets, without First Deposit (including any adjustment interest accrued thereon) and this Agreement shall terminate. If Buyer fails to make such election prior to the expiration of the Purchase Price Feasibility Period, then Buyer shall be deemed to have elected to terminate this Agreement. Anything herein to the contrary notwithstanding, Seller agrees to remove, or cause to be removed, from the condition of title of the Property on account or before the close of Title Defects; in which eventescrow hereunder the lien(s) of any deed(s) of trust executed by Seller that encumber the Property. For purposes of this Agreement, the Closing term "Approved Exceptions" shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability mean those title exceptions applicable to the other as a result Property which are approved or deemed approved or accepted by Buyer in accordance with the terms of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaserthis Section 5.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Micro Linear Corp /Ca/)
Title Review. Between Lessee shall cause a title insurance company of its choice ("Title Company") to furnish it with a preliminary title report for the execution Premises ("Preliminary Report"), together with copies of this Agreement all underlying documents referred to as exceptions in the Preliminary Report. Lessee shall pay for all costs and expenses associated with the Closingpreparation and furnishing of the Preliminary Report. As a condition precedent to Lessee's obligation to purchase the Premises hereunder, Vendor Lessee shall make available have until the expiration of ten (10) days from its delivery of the applicable Notice of Exercise to Purchaser Lessor ("Title Review Expiration Date") to deliver to Lessor and its representatives, at Vendor's offices during normal business hours, all title documents (including contracts, correspondence and files) in its possession pertaining to the Assets for purposes Escrow Agent a "Notice of permitting Purchaser to review Vendor's title to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing Disapproval" disapproving of any Title Defects. Such notice shall include a description exceptions shown in the Preliminary Report of each Title Defectwhich Lessee disapproves, except for the remedy sought by Purchaser, standard printed exceptions reflected in the Assets directly affected Preliminary Report or on the title policy to be issued to Lessee by the Title Defects and Purchaser's good faith estimate Company at the Close of the decrease in value attributed by Purchaser Escrow. If Lessee fails to deliver such interests by reason Notice of the existence of Disapproval on or before the Title Defect(s). Vendor shall use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Review Expiration Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser Lessee shall be deemed to have waived approved of all exceptions set forth in the uncured Title Defects Preliminary Report. Upon Lessor's timely receipt of a Notice of Disapproval, Lessor shall have the right, to be exercised within five (5) business days after receipt of Lessee's notice to notify Lessee in writing that it intends to cure any such disapproved matter prior to or concurrently with the Close of Escrow. Failure of Lessor to deliver a written notice to Lessee that it intends to cure any disapproved matter shall constitute Lessor's refusal to cure said matter. Lessee shall thereupon have three (3) business days in which to notify Escrow Agent and Lessor in writing that Lessee waives its previous disapproval. Lessee's failure to timely provide such notice shall constitute Lessee's unwillingness to waive said disapproved matter, whereupon the escrow and Lessee's right to purchase the Premises as provided herein (including, but not limited to, any remaining Options) shall immediately terminate and be of no further force and 25 effect, Lessee shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given entitled to the other Party within five Business Days return of such agreement or determination, as its Deposit from Escrow Agent (to the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived extent that the uncured Title Defects Deposit has been received by Escrow Agent) and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing parties shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Partyno further rights or obligations to each other under this Rider.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.
Appears in 1 contract
Samples: Lease Agreement (Consolidated Capital of North America Inc)
Title Review. Between During the execution of this Agreement Title and Survey Review Period, Buyer shall review title to the Real Property as disclosed by the Commitment, the Title Documents and the ClosingSurvey. All matters shown in the Commitment, Vendor the Title Documents and the Survey which are not objected to by Buyer by delivery of written notice thereof (“Buyer’s Title Objection Notice”) to Sellers on or before the end of the Title and Survey Review Period shall make available be conclusively deemed to Purchaser be accepted by Buyer. If Buyer timely delivers to Sellers Buyer’s Title Objection Notice prior to the end of the Title and its representatives, at Vendor's offices during normal business hours, all Survey Review Period specifying Buyer’s objection to any title documents (including contracts, correspondence and files) in its possession exception pertaining to the Assets for purposes of permitting Purchaser to review Vendor's title to Real Property shown in the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title DefectCommitment, the remedy sought Title Documents and the Survey (each a “Title Objection” and collectively the “Title Objections”), Sellers may, at their option, exercisable in their sole discretion, eliminate or cure (by Purchaser, the Assets directly affected by title endorsement from the Title Defects Company or otherwise) some or all of such Title Objections; provided, however, if Sellers are able and Purchaser's good faith estimate willing to eliminate or cure some or all of such Title Objections, Sellers shall deliver to Buyer, within three (3) business days after the decrease in value attributed by Purchaser to such interests by reason of the existence end of the Title Defect(s)and Survey Review Period (“Sellers’ Notice Period”) written notice (“Sellers’ Title Notice”) of those Title Objections Sellers intend to eliminate or cure, in which case the elimination or curing by Sellers of the Title Objections specified by Sellers for cure or elimination in Sellers’ Title Notice shall constitute an additional covenant of Sellers and be a condition to Buyer’s obligation to consummate the transaction contemplated hereunder. Vendor shall use all reasonable efforts If Sellers do not deliver Sellers’ Title Notice to Buyer within Sellers’ Notice Period, Buyer is deemed to be notified that Sellers are unable or unwilling to eliminate or cure the Title Objections. If Sellers (i) do not timely deliver Sellers’ Title Notice or (ii) notify or are deemed to have notified Buyer that Sellers are unable or unwilling to cure or rectifyany particular Title Objection, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser Buyer shall be deemed to have waived those Title Objections which Sellers are unable or unwilling to eliminate or cure unless on or before the uncured Title Defects and shall be obligated to complete the purchase and sale end of the AssetsInspection Period, without any adjustment Buyer delivers to Sellers and Escrow Agent Buyer’s Due Diligence Termination Notice terminating this Agreement pursuant to Section 4.3. Notwithstanding the foregoing provisions of this Section 5.3 to the contrary: (A) if Buyer’s termination right pursuant to the foregoing provisions of this Section 5.3 has not expired prior thereto, it shall expire upon expiration of the Purchase Price on account of Title Defects.
Inspection Period; and (cB) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greatersubject to Buyer’s full performance under this Agreement, either Vendor or Purchaser may terminate this Agreement upon written notice given Sellers do agree to deliver title to the other Party within five Business Days Real Property at Closing free and clear of such agreement (1) delinquent real property taxes, (2) mechanics’ liens and deeds of trust actually recorded against the Real Property that were created by, under or determinationthrough Sellers, as the case may be. If neither Party gives such noticeand (3) all matters which Sellers have agreed to eliminate or cure in Sellers’ Title Notice; provided, then Purchaser will be deemed however, that Sellers’ obligation to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability deliver title to the Real Property at Closing free and clear of mechanics’ liens recorded against the Real Property that were created by, under or through Sellers and which mechanics’ liens Sellers are actively contesting in good faith, may be satisfied by Sellers’ bonding around such mechanics’ liens or taking such other actions or delivering such instruments as a result of will permit the Title Company to issue the Title Policy without exception for such termination, and the Deposit and any interest earned thereon shall be returned to Purchasermechanics’ liens.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Property Trust Inc.)
Title Review. Between Buyer shall be satisfied with the execution status of this Agreement and the Closing, Vendor shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents (including contracts, correspondence and files) in its possession pertaining to the Assets for purposes of permitting Purchaser to review Vendor's title to the AssetsProperty as disclosed by the Report and the Survey. Purchaser In that regard, Buyer shall conduct have until: (i) the later of ten (10) Business Days (a “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 review receipt of Vendor's the Survey and Report; and (ii) ten (10) Business Days following any supplemental title report (collectively, the “Title 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 Xxxxxxx 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 Assets with diligence. From time Property, then Buyer may, by giving notice to timeSeller and Escrow Agent within the Title Review Period, as soon as reasonably practicable after determinationeither:
(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 in any eventobjections within two (2) Business Days following receipt of Buyer’s notice (“Seller’s Title Cure Period”). If Seller does not remove such matters, no later than exceptions and objections before the fifth expiration of the Seller’s Title Cure Period, then, Buyer’s sole and exclusive remedies shall be either to waive such disapproved matters or to cancel this Agreement by giving written notice to Seller and Escrow Agent on or before the second (2nd) Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate following expiration of the decrease in value attributed by Purchaser to such interests by reason of the existence of the Seller’s Title Defect(s)Cure Period. Vendor shall use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and Seller shall have no power obligation whatsoever to reach eliminate or obtain title insurance endorsements over any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon matters shown by the Parties Report, Survey, or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser shall be deemed supplemental title report to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defectswhich Buyer has made an objection.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Review. Between Buyer’s obligation to purchase the execution of this Agreement and the Closing, Vendor shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents Property is expressly conditioned upon Buyer approving (including contracts, correspondence and files) in its possession pertaining to sole and absolute discretion) the Assets for purposes condition of permitting Purchaser to review Vendor's title to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate of the decrease Property in value attributed by Purchaser to such interests by reason of accordance with the existence of the Title Defect(s). Vendor shall use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defectsfollowing procedures:
(a) No later than two Business Days before Closing DateWithin fifteen (15) days after the Opening of Escrow, Purchaser Seller shall confirm direct Escrow Holder to Vendor deliver to Buyer a current title insurance commitment covering the Real Property (the “Report”) from Fidelity National Title, National Commercial Services, 0000 X. Xxxxx Ave., Suite 900, Denver, CO 80237, Attn: Xxxxxxxxx Xxxxxx (the “Title Company”) showing fee simple title to the Real Property vested in Seller and committing to insure such title to the Real Property in Buyer (or its good faith estimate assignee) by the issuance of a 2006 ALTA form of extended coverage policy of owner’s title insurance in the amount of the Purchase Price, along with copies of all documents referenced as exceptions in Schedule B or in the legal description of the Report. In addition, Buyer shall obtain an ALTA/NSPS Land Title Survey ("Purchaser's Estimate"“Survey”) of the aggregate Defect ValuesReal Property. If Purchaser's Estimate is less than five percent (5%) Buyer shall pay for the cost of the Base PriceSurvey, Vendor and Purchaser Seller shall complete reimburse Buyer for the purchase and sale same at the Closing in accordance with Section 3.3. For the avoidance of doubt, if the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor Closing does not agree with Purchaser's Estimateoccur, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and Seller shall have no power whatsoever obligation to reach any other result. The arbitrator will be instructed to select reimburse Buyer for the estimate, which more closely reflects cost of the actual aggregate Defect ValuesSurvey.
(b) On or before the date that is ten (10) days before the last day of the Due Diligence Period (defined in Section 5.2 below) (the “Title Review Date”), Buyer may provide Seller with written notice (the “Title Objection Letter”) of any title matters shown in the Report and/or Survey to which Buyer objects (each, a “Title Objection”). If Buyer fails to deliver a Title Objection Letter prior to the aggregate Defect Values as agreed upon by Title Review Date, Buyer will be deemed to have approved all title and survey matters shown in the Parties Report and Survey.
(c) On or as determined by before the arbitrator date that is less than five percent (5%) days before the last day of the Base PriceDiligence Period, Purchaser Seller shall notify Buyer in writing whether Seller will cure or remove the Title Objection(s), which Seller shall have the right to do or not do, in its sole and absolute discretion (the “Title Response Letter”). Seller’s failure to provide a Title Response Letter within the specified time will be deemed Seller’s election not to cure or remove the Title Objection(s).
(d) If Seller elects (or is deemed to have elected) not to cure or remove the Title Objection(s), Buyer may elect to either (i) terminate this Agreement by providing a Disapproval Notice (as described in Section 5.2 below) on or before the last day of the Due Diligence Period (as described in Section 5.2 below) and, in such event, Escrow Holder shall return the Deposit to Buyer and neither Party shall have any further rights or obligations hereunder, except for those that expressly survive the termination of this Agreement, or (ii) waive the Title Objection(s) and proceed towards Closing by providing (or being deemed to have provided) Seller with an Approval Notice in accordance with Section 5.2 below. If Seller elects (or is deemed to have elected) not to cure or remove the Title Objection(s), and Buyer provides (or is deemed to have provided) Seller with an Approval Notice, Buyer shall be deemed to have waived the uncured Title Defects Objection(s) and the title and/or survey matter(s) at issue shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defectsconstitute a “Permitted Exception” under this Agreement.
(ce) If Buyer acknowledges that the aggregate Defect Values as agreed upon Property is subject to: (i) that certain Easement Agreement dated October 30, 2018 (“Easement Agreement”), by and between Seller and Tree Island Wire (USA), Inc., a Delaware corporation (“TIW”); (ii) that certain Memorandum of Understanding dated October 30, 2018 (“MOU”), by and between Seller and TIW; and (iii) that certain Voluntary Agreement dated July 31, 2020 (“Voluntary Agreement”), by and between Commercial Metals Company, a Delaware corporation, TAMCO and the South Coast Air Quality Management District. Buyer further acknowledges that Seller provided Buyer with copies of the Easement Agreement, the MOU and the Voluntary Agreement prior to the Effective Date. Notwithstanding anything to the contrary in this Agreement, Buyer hereby approves the terms and conditions of the Easement Agreement and the MOU. At the Closing, the Easement Agreement, the MOU and the Voluntary Agreement shall be assigned from Seller to Buyer by the Parties or Assignment and Assumption Agreement (defined in Section 10.1 below). Buyer and Seller agree that the Easement Agreement, the MOU and the Voluntary Agreement shall constitute “Permitted Exceptions” for all purposes hereunder. Notwithstanding anything herein to the contrary, nothing contained in this Section 5.1(e) shall be construed as determined a waiver by the arbitrator is five percent (5%) Buyer of the Base Price or greater, either Vendor or Purchaser may its right to terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Partyaccordance with Section 5.2 below.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.
Appears in 1 contract
Title Review. Between Within five (5) calendar days after the execution Effective Date of this Agreement Agreement, Seller shall deliver a current preliminary title report for the Property, together with copies of all written instruments creating the exceptions specified therein and a plat map plotting all easements specified therein (collectively, the Closing“Title Report”). Within fifteen (15) business days from receipt of the preliminary title report from Seller, Vendor Buyer shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents notify Seller in writing (including contracts, correspondence and files“Buyer’s Objection Notice”) in its possession pertaining of any objections Buyer may have to the Assets for purposes title exceptions contained in the Preliminary Title Report.. Buyer’s failure to provide Seller with a Buyer’s Objection Notice within said period shall constitute Buyer’s approval of permitting Purchaser all exceptions to review Vendor's title shown on the Preliminary Title Report. Seller shall have a period of ten (10) calendar days after receipt of Buyer’s Objection Notice in which to deliver written notice to Buyer (“Seller’s Notice”) of Seller’s election to either (i) agree to remove or cure the objectionable items prior to the AssetsClose of Escrow, or (ii) decline to remove or cure any such title exceptions and terminate Escrow and this Agreement. Purchaser If Seller notifies Buyer of its election to terminate Escrow rather than remove and cure the objectionable items, Buyer shall conduct its review have the right, by written notice delivered to Seller within ten (10) business days after Xxxxx’s receipt of Vendor's title Seller’s Notice, to agree to accept the Property subject to the Assets with diligence. From time objectionable items, in which event Seller’s election to time, as soon as reasonably practicable after determinationterminate the Escrow shall be of no effect, and in any event, no later than Buyer shall take title at the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing Close of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser Escrow subject to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, objectionable items without any adjustment of to or credit against the Purchase Price on account Price. Upon the issuance of any amendment or supplement to the Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price Report which adds additional exceptions, or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimateadds any new requirement, the issue foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer’s initial period of review and approval or disapproval of any such additional exceptions shall be resolved pursuant limited to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser shall be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.five
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Review. Between the execution of this Agreement and the Closing, Vendor shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents (including contracts, correspondence and files) in its possession pertaining to the Assets for purposes of permitting Purchaser to review Vendor's title to the Assets. Purchaser shall conduct its review have until the later of Vendor's title to (a) the Assets with diligence. From time to time, as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate expiration of the decrease in value attributed by Purchaser to such interests by reason of the existence Inspection Period or (b) fifteen (15) days after receipt of the Title Defect(s). Vendor shall use all reasonable efforts to cure or rectifyDocuments, by no later than two Business Days before Closing Date, including an executed copy in recordable form of the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate Restated Declaration and the As Built Survey ("Purchaser's EstimateTitle & Survey Notice Date") in which to examine title to the Property and in which to deliver to Seller a written notice (the "Purchaser's Title & Survey Notice") of Purchaser's objection to any matters affecting title to the aggregate Defect ValuesProperty ("Title or Survey Objections"). The failure of Purchaser to give the Purchaser's Title & Survey Notice on or before the Purchaser's Title & Survey Notice Date shall be deemed to constitute Purchaser's approval of all title matters shown in the Title Documents and Survey. If Purchaser raises any Title or Survey Objections, Seller shall, within five (5) business days after Seller's receipt of the Purchaser's Estimate is less than five percent Title & Survey Notice, give Purchaser written notice (5%the "Seller's Title & Survey Response") of those Title or Survey Objections, if any, which Seller elects to eliminate from the Base Price, Vendor Title Policy (as defined in Paragraph 3.4 below) and as exceptions to title to the Property. If Seller notifies Purchaser shall complete the purchase and sale that Seller will not cure some or all of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greaterSurvey Objections, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at have five (5) business days after Purchaser's Estimatereceipt of the Seller's Title & Survey Response to review and approve the Seller's Title & Survey Response. IfIf Purchaser approves of the Seller's Title & Survey Response, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, Seller covenants and agrees that on or before the issue Closing Date Seller shall be resolved pursuant eliminate or remedy from the Title Policy and as exceptions to the provisions of Property any Title & Survey Objections which Seller has elected in the Arbitration Act (Alberta)Seller's Title & Survey Response to cure. Each Party shall promptly prepare Except for those items which Seller expressly elects in Seller's Title & Survey Response to cure and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissionsexcept as provided in Paragraph 3.6, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and Seller shall have no power duty or obligation whatsoever to reach cure any other resultmatters of title. The arbitrator will be instructed If Seller does not elect to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties cure some or as determined by the arbitrator is less than five percent (5%) all of the Base PriceTitle & Survey Objections and if Purchaser timely disapproves in writing of the Seller's Title & Survey Response, then this Agreement shall be null and void, Purchaser shall be deemed entitled to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale a return of the AssetsExxxxxx Money (as defined in Paragraph 4.1 below) whereupon the parties hereto shall have no further rights, without any adjustment duties, obligations or liabilities to one another hereunder except as specifically provided herein to the contrary. The failure of Purchaser to provide written notice of disapproval to Seller of the Purchase Price on account of Seller's Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is & Survey Response within such five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will business day period shall be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale constitute Purchaser's approval of the Assets, without any adjustment of the Purchase Price on account of Seller's Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party& Survey Response.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Urstadt Biddle Properties Inc)
Title Review. Between During the execution of this Agreement Title Review Period, Buyer shall review title to the Land as disclosed by the Commitment and the ClosingSurvey. All matters shown in the Commitment, Vendor the Title Documents and the Survey (if any) that 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 make available be conclusively deemed to Purchaser and its representatives, at Vendorbe accepted by Buyer. If Buyer timely delivers to Seller Buyer's offices during normal business hours, all Title Objection Notice prior to the end of the Title Review Period specifying Buyer's objection to any title documents (including contracts, correspondence and files) in its possession exception pertaining to the Assets for purposes Land shown in the Commitment, the Title Documents or the Survey (if any) (each, a "Title Objection" and collectively, the "Title Objections"), Seller may, but, except as otherwise provided in this Section 7(c) shall not be obligated to, eliminate or cure at Seller's sole cost (by title endorsement from Title Company or otherwise), some or all of permitting Purchaser such Title Objections; provided, however, if Seller is able and willing to review Vendoreliminate or cure some or all of such Title Objections, Seller shall notify Buyer in writing within three days after the receipt of Buyer's title Title Objection Notice ("Seller's Notice Period") of those Title Objections Seller intends to the Assets. Purchaser shall conduct its review of Vendoreliminate or cure (said notice hereinafter called "Seller's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, Title Notice") and in any event, no later than which case the fifth Business Day elimination or curing by Seller of the Title Objections specified by Seller for cure or elimination in Seller's Title Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller's Title Notice to Buyer within Seller's Notice Period, Purchaser Buyer shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by be deemed to be notified that Seller is unable or unwilling to eliminate or cure the Title Defects and PurchaserObjections. If Seller (i) does not timely deliver Seller's good faith estimate of the decrease in value attributed by Purchaser Title Notice or (ii) notifies or is deemed to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts have notified Buyer that Seller is unable or unwilling to cure or rectifyany particular Title Objection, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser 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 uncured Title Defects and shall be obligated to complete the purchase and sale end of the AssetsFeasibility Period, without any adjustment of Buyer delivers to Seller and Escrow Agent Buyer's Due Diligence Termination Notice terminating this Agreement. Notwithstanding anything herein to the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greatercontrary, either Vendor or Purchaser may if Buyer's right to terminate this Agreement upon written notice given pursuant to the other Party within five Business Days foregoing provisions of such agreement or determinationthis Section 7(c) has not expired prior thereto, as it shall expire upon expiration of the case may be. If neither Party Feasibility Period notwithstanding that the Title Review Period expires concurrently with the expiration of the Feasibility Period (and Buyer acknowledges and agrees that nothing in this Section 7(c) gives such noticeBuyer the right to terminate this Agreement pursuant to this Section 7(c) after the expiration of the Feasibility Period and by not terminating this Agreement prior to the expiration of the Feasibility Period, then Purchaser will Buyer shall be deemed to have waived agreed that Seller has no obligation to cure any Title Objection, except as set forth in the uncured following sentence). Notwithstanding the foregoing provisions of this Section 7(c) to the contrary, Buyer and Seller acknowledge that although Seller has no obligation (unless specifically set forth in Seller's Title Defects Notice) to cure any title matters, subject to Buyer's full performance under this Agreement, Seller does agree to deliver title to the Land at Closing free and clear of Monetary Liens, which Monetary Liens Seller shall cause to be obligated released at or prior to complete Closing (with Seller having the purchase and sale of the Assets, without any adjustment of right to apply the Purchase Price on account or a portion thereof for such purpose). As used herein, "Monetary Liens" shall mean all mortgages, all judgment liens, all mechanics' liens and similar liens for labor, materials or supplies, and other monetary liens that may be removed solely through the payment of Title Defects; in which eventmoney prior to Closing. If, the Closing at or prior to Closing, Seller fails to cure all Monetary Liens, Buyer shall have taken place on the fifth Business Day following right to proceed to Closing and deduct from the expiry of Purchase Price the period in which a notice of termination could have been given by either Partyamount necessary to cure such Monetary Liens.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Growth Properties, Inc.)
Title Review. Between During the execution of this Agreement Title and the ClosingSurvey Review Period, Vendor Purchaser shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents (including contracts, correspondence and files) in its possession pertaining to the Assets for purposes of permitting Purchaser to review Vendor's title to the AssetsProperty as disclosed by the Title Commitment and the Survey and shall be permitted to provide Seller with written notice of any matters disclosed in the Title Commitment or Surrey that Purchaser deems unacceptable (the “Title Objection Letter”). Within five (5) business days after receipt of the Title Objection Letter, Seller may provide Purchaser with written notice as to which objections Seller will or will not cure (the “Seller’s Cure Notice”). In the event that the Seller’s Cure Notice indicates that Seller will not cure any objection raised in the Title Objection Letter, Purchaser shall conduct its review have five (5) days from receipt of Vendor's Seller’s Cure Notice in which to terminate this Agreement, and upon such termination Purchaser shall receive a return of the Xxxxxxx Money, subject to the subsequent sentence. Notwithstanding the foregoing to the contrary no event may Purchaser terminate this Agreement pursuant to the preceding sentence later than the last day of the Inspection Period. Purchaser’s failure to terminate prior to the Inspection Period shall be deemed Purchaser’s acceptance of Seller’s Cure Notice and of the title to the Assets with diligence. From time Property as reflected in the last Title Commitment received by Purchaser prior to time, as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate expiration of the decrease in value attributed by Purchaser to such interests by reason of Inspection Period and the existence of the Title Defect(s)Survey. Vendor Seller shall use all reasonable efforts have no obligation to cure title objections except matters that Seller agrees to cure in Seller’s Cure Notice, financing liens of an ascertainable amount created by, under or rectifythrough Seller, by no later than two Business Days before which liens Seller shall cause to be released at or prior to Closing Date, (with Seller having the Title Defects described in Purchaser's notice right to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of apply the Purchase Price on account or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such financing liens. Seller her agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser’s consent (if requested, such consent shall not be unreasonably withheld or delayed). The term “Permitted Exceptions” shall mean: (i) the matters shown in the Title Defects. If Purchaser's Estimate is five percent (5%) Commitment or Survey to which Purchaser does not object, or that Seller elects not to cure without a resulting termination of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used Agreement by Purchaser to arrive at Purchaser's Estimate. Ifand (ii) rights of tenants, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser shall be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such terminationif any, and the Deposit and any interest earned thereon shall be returned to Purchaserlicensees or vendors under License Agreements or Service Contracts not terminated as of Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Mid-Horizon Value-Added Fund I LLC)
Title Review. Between With respect to title matters, on or before 5:00 p.m. on twenty days before the execution Closing Date (the “Title Notice Date”), Buyer will notify Seller within five (5) days after the Title Notice Date of any manner in which the title to the Real Property (the “Title Certification Date”) does not comply with the requirements of this Agreement and the Closing, Vendor (“Buyer’s Title Defect Notice”). Seller shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents notify Buyer within ten (including contracts, correspondence and files10) in its possession pertaining days of Buyer’s Title Defect Notice as to the Assets for purposes actions which Seller intends to take to cure such title defects (“Seller’s Title Response”). In the event that Seller does not provide reasonable assurances that Seller will endeavor to cure said defects, then Buyer, by an additional notice to Seller, given within the (10) days of permitting Purchaser to review Vendor's title to the Assets. Purchaser Seller’s Title Response, shall conduct its review either (i) terminate this Agreement, (ii) waive some or all of Vendor's title to the Assets with diligence. From time to timeBuyer’s objections in Buyer’s Title Defect Notice, as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall or (iii) notify the Vendor in writing Seller of any defect which Buyer asserts Seller is required to remedy under Section 2. Buyer may not give notice of its election to terminate if Seller has given assurances to Buyer in Seller’s Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser to such interests by reason of the existence of the Title Defect(s). Vendor shall Response that it will use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") such defects. Notwithstanding any other provision of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant this Agreement to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissionscontrary, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser shall be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser Buyer will be deemed to have waived any objections to all title matters existing as of the uncured Title Defects Notice Date to the extent any such objection(s) is (are) not noted in the Buyer’s Title Defect Notice to Seller; and (b) Seller shall be obligated required to complete remove or bond over all monetary liens on the purchase and sale Premises as a condition to Buyer’s obligations to close, whether or not noted on Buyer’s Title Defect Notice. Notwithstanding anything to the contrary contained herein, any title matter that is the subject of a title standard of the Assets, without any adjustment Real Estate Bar Association for Massachusetts as of the Purchase Price on account of Title Defects; in which event, the Closing Date shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given be governed by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability said title standard to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaserextent applicable.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Review. Between During the execution of this Agreement period beginning on the Effective Date and ending at 5:00 p.m., Los Angeles time, on the nineteenth (19th) day following the Effective Date (the “Title Review Period”), Buyer shall review title to the Real Property as disclosed by the PTR and the ClosingSurvey (if any). All matters shown in the PTR, Vendor the Title Documents and the Survey (if any) which 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 make available be conclusively deemed to Purchaser and its representatives, at Vendor's offices during normal business hours, all 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 documents (including contracts, correspondence and files) in its possession exception pertaining to the Assets for purposes 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 permitting Purchaser such Title Objections; provided, however, if Seller desires to review Vendor's title eliminate or cure some or all of such Title Objections, Seller shall notify Buyer in writing within five (5) days after the end of the Title Review Period (“Seller’s Notice Period”) of those Title Objections Seller intends to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, eliminate or cure (said notice hereinafter called “Seller’s Title Notice”) and in any event, no later than which case the fifth Business Day elimination or curing by Seller of the Title Objections specified by Seller for cure or elimination in Seller’s Title Notice on or before the Closing DateDate shall be a condition to Buyer’s obligation to proceed to the Closing. If Seller does not deliver Seller’s Title Notice to Buyer within Seller’s Notice Period, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser Objections. If Seller (i) does not timely deliver Seller’s Title Notice, or (ii) notifies or is deemed to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts have notified Buyer that Seller is unable or unwilling to cure or rectifyany particular Title Objection, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser 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 uncured Title Defects and shall be obligated to complete the purchase and sale end of the AssetsInspection Period, without Buyer terminates this Agreement pursuant to Section 6.1. Notwithstanding anything herein to the contrary, if Buyer’s right to terminate this Agreement pursuant to the foregoing provisions has not expired prior thereto, it shall expire upon expiration of the Inspection Period. Notwithstanding the foregoing provisions of this Section 7.3 to the contrary, Buyer and Seller acknowledge that although Seller has no obligation (unless specifically set forth in Seller’s Title Notice) to cure any adjustment title matters, subject to Buyer’s full performance under this Agreement, 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 on account of Title Defectsor a portion thereof for such purpose).
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Rexford Industrial Realty, Inc.)
Title Review. Between As soon as practicable following the execution of this Agreement and but in no event later than fifteen (15) days after the Closingdate of this Agreement, Vendor Seller shall make available provide Purchaser with a current ALTA survey of the Property, certified to Purchaser and its representativesthe Title Company in a form reasonably required by Buyer (the "Survey"). As soon as practicable following the execution of this Agreement but in no event later than ten (10) days after the date of this Agreement, at Vendor's offices during normal business hours, all Seller shall cause the Title Company to provide to Purchaser a current preliminary title documents (including contracts, correspondence and files) in its possession pertaining report with respect to the Assets for purposes of permitting Purchaser to review Vendor's title to Property (the Assets"PTR"). Purchaser shall conduct its review of Vendor's title have until the date that is thirty (30) business days after the date hereof (the "Review Period") to examine the Assets with diligencePTR and the Survey. From time Purchaser shall give a written notice to time, as soon as reasonably practicable after determination, and in any event, no later than Seller (the fifth Business Day "Title Notice") before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate end of the decrease Review Period, either stating that Purchaser has approved the matters disclosed in value attributed by the PTR and Survey or identifying those matters in the PTR and/or Survey which Purchaser to such interests by reason of finds objectionable (the existence of the Title Defect(s"Objectionable Matters"). Vendor shall use all reasonable efforts If Purchaser fails to cure or rectifygive a timely Title Notice, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser it shall be deemed to have waived given a Title Notice on the uncured last day of the Review Period stating that all matters set forth in the PTR and Survey are Permitted Exceptions. Seller may elect to attempt to cure or remove any Objectionable Matter by giving Purchaser notice of such election within ten (10) days following the Title Defects and Notice, but shall be obligated under no obligation to complete do so (except with respect to liens securing the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given obligation to the other Party within five Business Days of such agreement or determination, as the case may berepay borrowed money). If neither Party gives such noticeSeller delivers a notice electing to cure or remove each Objectionable Matter on or before the tenth (10th) day following the Title Notice (whether or not Seller shall have made a timely election to attempt to cure), then Purchaser will Seller shall be deemed to have waived covenanted to Purchaser to remove each Objectionable Matter on or prior to the uncured Closing Date. If Seller fails to deliver a notice electing to cure or remove each Objectionable Matter on or before the tenth (10th) day following the Title Defects and Notice, then Seller shall be obligated deemed to complete have elected to refuse to cure such Objectionable Matters. In the purchase event Seller elects not to cure such Objectionable Matters, or elects to cure such Objectionable Matters and sale of the Assetsfails or refuses to cure said Objectionable Matters, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have the option, which must be exercised within ten (10) days of the earlier to occur of (i) Purchaser's receipt of Seller's response or deemed response, or (ii) Closing, (a) to waive Purchaser's objections and purchase the Property as otherwise contemplated in this Agreement, notwithstanding such Objectionable Matters, in which event the Objectionable Matters shall be deemed to be Permitted Exceptions; provided, however, that Seller shall remain obligated to remove all monetary encumbrances (other than liens securing the obligation to repay borrowed money) affecting the Property or any further obligation or liability portion thereof prior to the other as a result of such terminationClosing, and Seller agrees that no monetary encumbrances (other than liens securing the Deposit and any interest earned thereon obligation to repay borrowed money) shall be returned deemed to Purchaserbe Permitted Exceptions, or (b) to terminate this Agreement by written notice to Seller and Escrow Company, whereupon any and all rights and obligations of Purchaser and Seller hereunder shall terminate (other than any such obligations which, by their express terms, survive any termination of this Agreement) and within five (5) days after Purchaser has provided notice to Escrow Company, Escrow Company shall deliver to Purchaser the Deposits, together with interest thereon.
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Title Review. Between As soon as possible following the execution of this Agreement and the ClosingEscrow Opening Date, Vendor shall make available to Purchaser and its representativesSeller, at Vendor's offices during normal business hoursits sole cost, all shall cause Escrow Agent to provide Buyer with a current preliminary title documents report of the Property (including contracts, correspondence and filesthe "Title Report") in its possession pertaining leading to the Assets for purposes issuance of permitting Purchaser an extended coverage policy of title insurance in the amount of the Sales Price insuring Buyer's interest in the Property, together with legible (if available) copies of all instruments of record referred to on Schedule B thereof. Buyer shall have until 5:00 p.m., Phoenix time, on the twentieth (20th) day after the Escrow Opening Date to review Vendor's title and approve the Title Report. If Buyer fails to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor disapprove in writing the status of any Title Defects. Such title by giving notice shall include a description of each Title Defect(specifically identifying its objections) to Seller and Escrow Agent on or before such date, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser Buyer shall be deemed to have waived approved the uncured Title Defects and shall be obligated to complete the purchase and sale status of the Assets, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given title to the other Party within five Business Days of such agreement or determinationProperty, as the case may be. If neither Party gives such notice, then Purchaser will and this Contingency shall be deemed to have waived been satisfied. If Buyer timely objects to any matter disclosed by the uncured Title Defects Report by giving written notice to Seller and Escrow Agent on or before such date, Seller, without obligation or liability, may attempt to remove or secure endorsements against the matters objected to by Buyer. If Seller does not cure or agree in writing to cure Buyer's objections by the Feasibility Expiration Date, Buyer may cancel this Agreement and Escrow by giving written notice thereof to Seller and Escrow Agent prior to the end of the Feasibility Expiration Date, in which case this Agreement and the Escrow shall terminate, the Earnest Money (and all interest eaxxxx thereon) shall be obligated returned to complete the purchase Buyer, and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, thereafter neither Vendor Buyer nor Purchaser Seller shall have any further obligation or liability under this Agreement. If, subsequent to the other as a result Feasibility Expiration Date, Escrow Agent issues any amendment to the Title Report disclosing any additional title matters or material modifications to the previously disclosed title matters, then Buyer shall be entitled to object to any such matter disclosed on the amended Title Report by delivering written notice of such termination, objection to Seller and Escrow Agent on or before five (5) business days after Escrow Agent has delivered to Buyer the Deposit and amendment to the Title Report together with legible (if available) copies of all recorded documents disclosed for the first time in such amendment. If Buyer fails to give notice of objection to any interest earned thereon shall be returned matter set forth in any amendment to Purchaser.the Title Report within
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Title Review. Between Buyer shall review title to the execution Property as disclosed by the Title Report and any Survey. Buyer shall have twenty (20) days from the later of this Agreement the Buyer’s receipt of the Title Report or the Effective Date (the “Title Due Diligence Contingency Period”), to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Title Objections”), to any title matters shown on the Title Report. Buyer shall have until the last day of the Due Diligence Contingency Period (the “Survey Due Diligence Contingency Period”) to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Survey Objections”), to any survey matters disclosed in any Survey. The Title Report and any Survey shall collectively be referred to herein as the “Title Documents.” Buyer’s failure to provide notice of the Title Objections to Seller on or before the expiration of the Title Due Diligence Contingency Period or the Survey Objections on or before the expiration of the Survey Due Diligence Contingency Period shall constitute Buyer’s approval of the Title Documents. If Buyer timely notifies Seller of its Title Objections or Survey Objections, then Seller may notify Buyer in writing within two (2) business days after Seller’s receipt of such notification that: (i) Seller will remove the Title Objections or Survey Objections on or before the Closing, Vendor shall make available or (ii) Seller will not remove any or certain specified Title Objections or Survey Objections. Seller’s failure to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents (including contracts, correspondence and files) in its possession pertaining to the Assets for purposes of permitting Purchaser to review Vendor's title to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determination, and address any Title Objections or Survey Objections in any eventnotice, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of or failure to give a timely notice as to any Title Defects. Such notice Objections or Survey Objections, shall include a description of each constitute Seller’s election not to remove such Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts to cure Objections or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to VendorSurvey Objections.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser shall be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.
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Title Review. Between If not already delivered prior to the execution Agreement Date, within five (5) days after the Agreement Date, Seller will cause to be issued and delivered to Buyer a preliminary title report for the Property, together with all documents evidencing exceptions to title referred to therein issued by the Title Company (collectively, the "Title Report"). Any exceptions shown on the Title Report which were not listed on Exhibit H to the Lease Termination Agreement are referred to herein as the "New Exceptions". Buyer shall have until 5:00 p.m. (Pacific Time) on the date which is fifteen (15) business days prior to the Approval Date to either approve or disapprove of this Agreement and any New Exceptions, or to notify Seller in writing, specifying those New Exceptions to which Buyer objects ("Title Objection Notice"). Seller shall have a period of three (3) business days after Seller's receipt of the Title Objection Notice (a) to remove, or agree to remove prior to the Closing, Vendor shall make available some or all of those New Exceptions to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents (including contracts, correspondence and files) which Buyer has objected in its possession pertaining to the Assets for purposes of permitting Purchaser to review Vendor's title to the Assets. Purchaser shall conduct its review of Vendor's title to the Assets with diligence. From time to time, as soon as reasonably practicable after determinationTitle Objection Notice, and in any event, no later than the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate to inform Buyer of the decrease in value attributed by Purchaser to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts to cure same, or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimate, the issue shall be resolved pursuant to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties to advise Buyer, in writing, that Seller will not agree to remove some or as determined by the arbitrator is less than five percent (5%) all of the Base PriceNew Exceptions to which Buyer has objected in the Title Objection Notice; the foregoing election by Seller being at Seller's sole option and discretion ("Title Response Notice"). If Seller fails to timely deliver to Buyer the Title Response Notice, Purchaser it shall be conclusively deemed that Seller has elected not to remove any of those New Exceptions to which Buyer has objected as specified in the Title Objection Notice. If Seller advises Buyer in its Title Response Notice that it will not remove or agree to remove some or all of those New Exceptions to which Buyer has objected in the Title Objection Notice (or Seller is deemed to have so advised Buyer), then Buyer shall have until 5:00 p.m. (Pacific Time) on the Approval Date to advise Seller, in writing, whether Buyer elects to waive such objections and proceed with the acquisition of the Property or to terminate this Agreement. Failure by Seller to remove or failure of Seller to inform Buyer that Seller has or has not removed those specified New Exceptions which Seller has expressly agreed to remove in the Title Response Notice on or before the business day prior to the Closing Date shall be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale a failure of the Assetsthis condition, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which eventevent the Agreement shall terminate, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to PurchaserBuyer, and the parties shall have no further obligations hereunder except for Buyer's surviving obligations and Seller's surviving obligations, unless Buyer withdraws its objections in writing. Notwithstanding the foregoing, on or prior to Closing Seller shall remove or cause to be removed those certain monetary liens or encumbrances affecting the Property which Seller has created or expressly permitted to exist other than current taxes and assessments.
Appears in 1 contract
Samples: Participation and Put Option Agreement (Inktomi Corp)
Title Review. Between Within ten (10) business days after the execution Effective Date of this Agreement Agreement, Buyer shall obtain a preliminary title report for the Property, together with copies of all written instruments creating the exceptions specified therein, and a plat map, if requested by Xxxxx, plotting all easements specified therein (collectively, the Closing, Vendor “Title Report”). Buyer shall make available to Purchaser and its representatives, at Vendor's offices during normal business hours, all title documents notify Seller in writing (including contracts, correspondence and files“Buyer’s Objection Notice”) in its possession pertaining on or before the expiration of the Due Diligence Period of any objections Buyer may have to the Assets for purposes title exceptions contained in the Preliminary Title Report. Buyer’s failure to provide Seller with a Buyer’s Objection Notice within said period shall constitute Buyer’s approval of permitting Purchaser all exceptions to review Vendor's title shown on the Preliminary Title Report. Seller shall have a period of ten (10) days after receipt of Buyer’s Objection Notice in which to deliver written notice to Buyer (“Seller’s Notice”) of Seller’s election to either (i) agree to remove or cure the objectionable items prior to the AssetsClose of Escrow, or (ii) decline to remove or cure any such title exceptions and terminate Escrow and this Agreement. Purchaser If Seller notifies Buyer of its election to terminate Escrow rather than remove and cure the objectionable items, Buyer shall conduct its review have the right, by written notice delivered to Seller within ten (10) days after Xxxxx’s receipt of Vendor's title Seller’s Notice, to agree to accept the Property subject to the Assets with diligence. From time objectionable items, in which event Seller’s election to time, as soon as reasonably practicable after determinationterminate the Escrow shall be of no effect, and in any event, no later than Buyer shall take title at the fifth Business Day before the Closing Date, Purchaser shall notify the Vendor in writing Close of any Title Defects. Such notice shall include a description of each Title Defect, the remedy sought by Purchaser, the Assets directly affected by the Title Defects and Purchaser's good faith estimate of the decrease in value attributed by Purchaser Escrow subject to such interests by reason of the existence of the Title Defect(s). Vendor shall use all reasonable efforts to cure or rectify, by no later than two Business Days before Closing Date, the Title Defects described in Purchaser's notice to Vendor.
10.2 Title Defects
(a) No later than two Business Days before Closing Date, Purchaser shall confirm to Vendor its good faith estimate ("Purchaser's Estimate") of the aggregate Defect Values. If Purchaser's Estimate is less than five percent (5%) of the Base Price, Vendor and Purchaser shall complete the purchase and sale of the Assets, objectionable items without any adjustment of to or credit against the Purchase Price on account Price. Upon the issuance of any amendment or supplement to the Title Defects. If Purchaser's Estimate is five percent (5%) of the Base Price Report which adds additional exceptions, or greater, Purchaser shall immediately meet with Vendor and provide Vendor access to all information, analysis and calculations used by Purchaser to arrive at Purchaser's Estimate. If, after meeting with Purchaser, Vendor does not agree with Purchaser's Estimateadds any new requirement, the issue foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer’s initial period of review and approval or disapproval of any such additional exceptions shall be resolved pursuant limited to the provisions of the Arbitration Act (Alberta). Each Party shall promptly prepare and submit to the arbitrator its good faith estimate of all disputed Defect Values. Once the arbitrator has received both submissions, the arbitrator shall provide a copy of each Party's submission to the other Party. The arbitrator will be instructed to select either Vendor's good faith estimate or Purchaser's good faith estimate of the Defect Values and shall have no power whatsoever to reach any other result. The arbitrator will be instructed to select the estimate, which more closely reflects the actual aggregate Defect Values.
(b) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is less than five percent (5%) of the Base Price, Purchaser shall be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects.
(c) If the aggregate Defect Values as agreed upon by the Parties or as determined by the arbitrator is five percent (5%) of the Base Price or greater, either Vendor or Purchaser may terminate this Agreement upon written notice given to the other Party within five Business Days of such agreement or determination, as the case may be. If neither Party gives such notice, then Purchaser will be deemed to have waived the uncured Title Defects and shall be obligated to complete the purchase and sale of the Assets, without any adjustment of the Purchase Price on account of Title Defects; in which event, the Closing shall have taken place on the fifth Business Day following the expiry of the period in which a notice of termination could have been given by either Party.
(d) If a Party gives notice of termination pursuant to this section, neither Vendor nor Purchaser shall have any further obligation or liability to the other as a result of such termination, and the Deposit and any interest earned thereon shall be returned to Purchaser.ten
Appears in 1 contract
Samples: Purchase and Sale Agreement
