Common use of Transfer of Ownership Title Clause in Contracts

Transfer of Ownership Title. (a) At Closing, the Redeveloper shall give the Township for the Public Dog Park and WOOEP shall give the Township for Lot 41.02, a properly executed Bargain and Sale Deed with Covenants Against Grantor’s Acts (the “Deed”), an adequate affidavit of title, a properly executed Affidavit of Consideration or Exemption, a true copy of a company Resolution authorizing the sale and conveyance, and such other documentation as may reasonably be requested by the Township’s title insurance company. The Township shall pay for all recording fees and realty transfer taxes, if any, incidental to conveying title to the Township. (b) The Redeveloper and WOOEP shall transfer and convey to the Township clear and marketable title to the Public Dog Park and Lot 41.02, respectively, defined for purposes of this Agreement as insurable by a title insurance company licensed to do business in the State of New Jersey at regular rates free of all claims and rights of others, except for: (a) normal utility easements servicing the Public Dog Park or Lot 41.02, which do not interfere with the Township’s intended use thereof; (b) ALTA preprinted exceptions; (c) any Permitted Exceptions (as hereinafter defined); and (d) real estate taxes not yet due and payable. As soon as possible following the Effective Date the Township shall order a title report and title insurance commitment (the “Title Commitment”), and, if desired by the Township, a Phase I Investigation and survey of the Public Dog Park and Lot 41.02 by a licensed New Jersey surveyor (the “Survey”) and to furnish a copy of the Title Commitment, Phase I Investigation and Survey to the Redeveloper for the Public Dog Park and to WOOEP for Lot 41.02 promptly after the Township receives same. Further, upon providing the Redeveloper and WOOEP with a copy of the Title Commitment and/or Phase I Investigation and Survey, the Township shall notify the Redeveloper and WOOEP in writing of any objection. In the event the Township raises title, environmental and/or Survey objections, the Redeveloper and WOOEP shall have thirty (30) days from the date of receipt of the Township’s written objections in which to decide whether to remedy the objection(s). If the Redeveloper or WOOEP does undertake to remedy the objection(s) the Redeveloper or WOOEP shall be entitled to postpone Closing Date One or Two, respectively for a reasonable period of time in order to effectuate such remedy. In the event the Redeveloper or WOOEP is unable or refuses to remedy such objection(s), then the Township may either (i) waive the objection(s) (the “Permitted Exceptions”) and proceed to Closing; or

Transfer of Ownership Title. (ai) At Closing, the Redeveloper Township shall give the Township for the Public Dog Park and WOOEP shall give the Township for Lot 41.02, Redeveloper a properly executed Bargain and Sale Deed with Covenants Against Grantor’s Acts (the “Deed”), ) and an adequate affidavit of title, a properly executed Affidavit of Consideration or Exemption, a true copy of a company the Resolution of the Township Council authorizing the sale and conveyance, and such other documentation as may reasonably be requested by the TownshipRedeveloper’s title insurance company. The Township shall pay for all recording fees and realty transfer taxes, if any, incidental to conveying title Deed will contain a limited right of reverter to the Township, which the Township may but is not obligated to exercise in the event this Agreement is terminated by reason of an Event of Default attributable to Redeveloper’s acts or omissions after conveyance of the Township-Owned Property to Redeveloper. Such right of reverter shall be subordinate to any Mortgage on the property. Upon the exercise of such right the Township will reimburse to the Redeveloper or the Mortgagee, as the case may be, the Purchase Price plus architectural, engineering, demolition and construction costs (in the case of architectural and engineering costs, however, the Township will reimburse Redeveloper for such costs only if the Township elects to utilize the work product); and any charges incurred by Redeveloper to investigate and Remediate or otherwise respond to the known or suspected environmental conditions (including “soft costs” such as professional fees, site audit costs, agency processing and the like, but specifically excluding fees paid to Redeveloper or to any affiliate of Redeveloper); in all events less any unpaid amounts due and owing to the Township by Redeveloper pursuant to the terms of this Agreement at the time the right is exercised. (bii) The Redeveloper and WOOEP Township shall transfer and convey to the Township Redeveloper clear and marketable title to the Public Dog Park and Lot 41.02, respectivelyTownship-Owned Property, defined for purposes of this Agreement as insurable by a title insurance company licensed to do business in the State of New Jersey at regular rates free of all claims and rights of others, except for: (a) normal utility easements servicing the Public Dog Park or Lot 41.02, Township- Owned Property which do not interfere with the TownshipRedeveloper’s intended use thereof, development, construction or operation of the Project; (b) ALTA preprinted exceptions; and (c) any Permitted Exceptions (as hereinafter defined); and (d) real estate taxes not yet due and payable. As soon as possible following the Effective Date the Township Redeveloper shall order a title report and title insurance commitment (the “Title Commitment”), and, if desired by the TownshipRedeveloper, a Phase I Investigation and survey (the “Survey”) of the Public Dog Park and Lot 41.02 Property by a licensed New Jersey surveyor (the “Survey”) and to furnish a copy of the Title Commitment, Phase I Investigation Commitment and Survey to the Redeveloper for the Public Dog Park and to WOOEP for Lot 41.02 Township promptly after the Township Redeveloper receives same, but in no event later than sixty (60) days following the Effective Date. Further, upon providing the Redeveloper and WOOEP Township with a copy of the Title Commitment and/or Phase I Investigation and Survey, the Township Redeveloper shall notify the Redeveloper and WOOEP Township in writing of any objectionobjection to title and/or Survey. Failure to notify the Township of an objection to title and/or Survey shall be deemed a waiver by Redeveloper of all objections to any lien, encumbrances or other exception revealed by the Title Commitment (as waived, or as otherwise deemed acceptable by Redeveloper, “Permitted Exceptions”). In the event the Township raises title, environmental Redeveloper does raise title and/or Survey objections, the Redeveloper and WOOEP Township shall have thirty (30) days from the date of receipt of the TownshipRedeveloper’s written objections in which to decide whether to remedy the objection(s)title defect(s) identified in such objection; provided, however, that if the defect is one that can be remedied by the Township’s exercise of its power of eminent domain and Redeveloper by Acquisition Notice to the Township so requests, the Township agrees to utilize its power of eminent domain to clear the defect in accordance with the provisions of Section 3.3 below. If the Redeveloper or WOOEP Township does undertake to remedy the objection(stitle defect(s) the Redeveloper or WOOEP Township shall be entitled to postpone the Closing Date One or Two, respectively for a reasonable period of time in order to effectuate such remedy, or in the case of liens or other unpermitted exceptions outstanding against the Township-Owned Property as of the Closing Date for which Township is responsible and which involve only the payment of money (herein referred to as “Monetary Liens”), to elect to apply any portion of the Purchase Price to pay and satisfy those items. In the event the Redeveloper or WOOEP Township is unable or refuses to remedy such objection(stitle defect(s), then the Township Redeveloper may either (i) waive the objection(s) (the “Permitted Exceptions”) objection and proceed to Closing without an adjustment in the Purchase Price; or (ii) terminate this Agreement with respect to the Township- Owned Property, in which case Redeveloper’s designation as Redeveloper of the Township- Owned Property shall simultaneously and automatically terminate. Notwithstanding anything contrary in the foregoing, Redeveloper may, at its option, at or prior to Closing; or, notify the Township of any objections to title raised by Redeveloper, the title company or the surveyor from a new or different state of facts relating to the title first arising between the conclusion of Redeveloper’s review of the Title Commitment and survey and the Closing Date (“Gap Title Defects”). With respect to any such Gap Title Defects, the Township shall have the obligation to cure and Redeveloper shall have the same options if the Township fails to cure as set forth above. The Closing Date shall be extended as necessary as a result of such Gap Title Defects.

Transfer of Ownership Title. (ai) At Closing, the Redeveloper Township shall give to the Township for the Public Dog Park and WOOEP shall give the Township for Lot 41.02, Developer a properly executed Bargain and Sale Deed with With Covenants Against Grantor’s Acts for the Project Site (the “Deed”), . The Township shall additionally give to the Developer an adequate affidavit of title, a properly executed Affidavit of Consideration or Exemption, a true copy of a company the Resolution of the Township Council authorizing the sale and conveyance, a Residency Certification, a certificate restating and reaffirming the representations, warranties and covenants of the Township set forth in Part I, Paragraphs 2 and 3 hereof, as of the Closing Date, a settlement statement to be executed by Developer and the Township and such other documentation as may reasonably be requested by the TownshipXxxxxxxxx’s title insurance company. The Township shall pay for all recording fees and realty transfer taxes, if any, incidental to conveying title to the Township. (bii) The Redeveloper and WOOEP Township shall transfer and convey to the Township Developer clear and marketable title to the Public Dog Park and Lot 41.02, respectively, defined for Project Site. For purposes of this Agreement Agreement, clear and marketable title shall be defined as insurable by a Developer’s title insurance company company, which shall be licensed to do business in the State of New Jersey and shall be reasonably acceptable to the Township, at regular rates free of all claims and rights of others, except for: (a) normal utility easements servicing the Public Dog Park or Lot 41.02, Project Site which do not interfere with the TownshipDeveloper’s intended use thereof, development, construction or operation of the Project; (b) ALTA 1992 preprinted exceptions, which are not customarily eliminated based upon an affidavit of title; and (c) any Permitted Exceptions (as hereinafter defined); and (d) real estate taxes not yet due and payable. As soon as possible following the Effective Date the Township Developer shall order a title report and title insurance commitment (the “Title Commitment”), and, if desired by the Township, a Phase I Investigation and survey ) within thirty (30) days of the Public Dog Park and Lot 41.02 by a licensed New Jersey surveyor (the “Survey”) and to furnish a copy of the Title Commitment, Phase I Investigation and Survey to the Redeveloper for the Public Dog Park and to WOOEP for Lot 41.02 promptly after Effective Date. Developer shall provide the Township receives same. Further, upon providing the Redeveloper and WOOEP with a copy of the Title Commitment and/or Phase I Investigation and Surveyof the survey of the Project Site upon receipt thereof and shall notify the Township in writing of any objection to title within twenty (20) days following the receipt of the Title Commitment or receipt of the survey for the parcel in question, whichever comes later. Failure to notify the Township of an objection to title within such twenty (20) day period shall be deemed a waiver by Developer of all objections to any lien, encumbrances or other exception revealed by the Title Commitment (as waived, or as otherwise deemed acceptable by Developer, “Permitted Exceptions”). In the event Developer does raise title objections, the Township shall notify the Redeveloper and WOOEP in writing of any objection. In the event the Township raises title, environmental and/or Survey objections, the Redeveloper and WOOEP shall have thirty fifteen (3015) days from the date of receipt of the TownshipXxxxxxxxx’s written objections in which to decide whether to remedy the objection(s)title defect(s) identified in such objection. If the Redeveloper or WOOEP Township does undertake to remedy the objection(stitle defect(s) the Redeveloper or WOOEP Township shall be entitled to postpone the Closing Date One or Two, respectively for a reasonable period of time (not to exceed 90 days) in order to effectuate such remedy, or in the case of any liens or other unpermitted exceptions outstanding against the Project Site as of the Closing Date which involve only the payment of money for which the Township shall be responsible, elect to apply any portion of the Purchase Price to pay and satisfy those items. In the event the Redeveloper or WOOEP Township is unable or refuses to remedy such objection(s)title defect(s) within the aforesaid time period, then the Township Developer may either (ia) waive the objection(s) (the “Permitted Exceptions”) objection and proceed to ClosingClosing without an adjustment in the Purchase Price; oror (b) terminate this Agreement, in which case Developer’s designation as “redeveloper” (as defined in the Redevelopment Law) shall simultaneously and automatically terminate and the Deposit Funds and the balance in the Redevelopment Agreement Escrow shall be returned to Developer. If either the Township or Developer fails to comply with the requirements imposed upon it under the title policy requirements; then and in that event, either party may demand compliance in writing of the other. If a responding party still does not comply within three (3) business days of notification by the notifying party; then and in that event, the notifying party has the right to terminate this Redevelopment Agreement.