Westerville Title Commitment Sample Clauses

Westerville Title Commitment. The Escrow Agent shall deliver to Westerville a commitment for an owner’s title insurance policy relating to the Middlefield Parcel (the “Westerville Commitment”) within fifteen (15) days after the Effective Date, together with copies of all documents or instruments listed on Schedule B to the Westerville Commitment. If the Westerville Commitment discloses any exception to title which is unacceptable to Westerville, then Westerville shall so notify Middlefield within one hundred twenty (120) days after the Effective Date (the “Title Review Period”). Middlefield shall have fifteen (15) days after receipt of written notice from Westerville of Westerville’s title objections, within which Middlefield may remove the same, or commit to removing the same prior to Closing. If within said fifteen (15) day period (or such extension thereof as Westerville may grant in writing) any such exception is not removed, or Middlefield does not commit to removing such exception prior to Closing, Westerville may, at Westerville’s option, to be exercised by written notice to Middlefield within fifteen (15) days after the expiration of the foregoing fifteen (15) day period (or extension thereof), elect to (i) accept the status of title subject to such exceptions and proceed with the transaction; or (ii) terminate this Agreement, whereupon both Parties shall thereafter be released from all further obligations under this Agreement and neither Party shall have any further liability to the other Party hereto. In the event Westerville elects to terminate this Agreement based on the foregoing, Westerville shall pay all costs of the title examination, the Westerville Commitment and all escrow fees. In any event, Middlefield shall be obligated to cooperate with Westerville and take all reasonable steps as may be required to remove such exceptions and, in the event any such exception is capable of being removed or satisfied with the payment of a sum certain (e.g., a mortgage, judgment lien, etc.)(a “Monetary Lien”), Middlefield shall be required to remove such exception, at its sole cost and expense, at or prior to the Closing Date, regardless of whether or not Westerville has notified Middlefield of Westerville’s objection thereto, and the failure of Westerville to object to a Monetary Lien shall in no event be deemed a waiver of Westerville’s right to require Middlefield to remove such Monetary Lien. Westerville may, at Westerville’s discretion, up to the date of Closing, request an upd...
Sample 1
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Related to Westerville Title Commitment

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • NOW, THEREFORE the parties hereto agree as follows:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

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