Common use of Approved Title Exceptions Clause in Contracts

Approved Title Exceptions. Upon receipt of the Reports, Buyer shall have the right to object in writing to any title matters shown thereon, which objections will be listed on APA Schedule 3.7C (the “Disapproved Title Exceptions”). Any exceptions to title disclosed in each Report that are not objected to by Buyer are referred to in this Agreement as the “Approved Title Exceptions.” In any event the Disapproved Title Exceptions will include all monetary liens or encumbrances affecting Owned Real Property (other than liens for year 2014 property taxes, existing improvement district liens or specific assessments, which shall be prorated through the date Closing occurs). If, prior to Closing, any of the Disapproved Title Exceptions are not cured by Seller to the reasonable satisfaction of Buyer, then Buyer may either (i) terminate this Agreement, (ii) accept title subject to the Disapproved Title Exceptions, or (iii) elect to exclude the Owned Real Property subject to the Disapproved Title Exceptions and have the Purchase Price adjusted accordingly. If Buyer has not notified Seller of its election prior to the Closing, Buyer will be deemed to have accepted title subject to the Disapproved Title Exceptions, in which case they will thereafter become Approved Title Exceptions for purposes of the Agreement. In addition, if Title Company issues any Title Report Supplement prior to the Closing and such Tile Report Supplement reflects or discloses new or additional exceptions, other than monetary liens or encumbrances affecting Owned Real Property (as all monetary liens and encumbrances are all automatically deemed Disapproved Title Exceptions that are to be paid by Seller at Closing), such exceptions will be deemed Approved Title Exceptions unless Buyer notifies Seller within five (5) business days of receipt of the Title Report Supplement that, in Buyer’s reasonable determination, the new or additional exception(s) would result in a Material Adverse Effect with respect to the Real Estate Assets or the Business. If Buyer so notifies Seller that a new or additional exception reflected in a Title Report Supplement would result in a Material Adverse Effect with respect to the Real Estate Assets or the Business, the provisions set forth above in this Section 3.7C shall apply.

Approved Title Exceptions. Upon receipt Buyer shall take title subject the following (the “Approved Title Exceptions”): (i) encumbrances disclosed on schedule B-II of the title commitments included in the Reports, Buyer shall have (ii) encumbrances disclosed on schedule B of the right to object title insurance policies included in writing to any title the Reports, and (iii) matters shown thereonon the Existing Surveys; provided, which objections will however, notwithstanding the foregoing, the Approved Title Exceptions shall not include (nor shall Buyer be listed on APA Schedule 3.7C obligated to accept title subject to) any of the following (collectively the “Disapproved Title Exceptions”). Any exceptions to title disclosed in each Report that are not objected to by Buyer are referred to in this Agreement as the “Approved Title Exceptions.” In any event the Disapproved Title Exceptions will include ): (y) all monetary liens or encumbrances affecting Owned Real Property encumbrances, property taxes, existing improvement district liens, specific assessments (other than liens for year 2014 property taxes, existing improvement district liens or specific assessments, which shall 2005 and other than mortgages to be prorated through paid off at Closing) not due and payable when the date Closing occurs); and (z) the gap and standard exceptions (including but not limited to the survey and parties in possession exceptions) with respect to the Title Insurance Properties. IfThe Stockholders shall use their best efforts to cause the Company to cure the Disapproved Title Exceptions by Closing, but, if, prior to Closing, any of the Disapproved Title Exceptions are not cured by Seller the Company to the reasonable satisfaction of Buyer, then Buyer may either (i) terminate this AgreementAgreement in the event that the title defect impacts more than ten acres of the Real Property, (ii) accept title subject to the Disapproved Title Exceptions, Exceptions or (iii) elect to exclude that portion of the Owned Real Property subject to the Disapproved Title Exceptions and have the Purchase Price adjusted accordingly. If Buyer has not notified Seller of its election prior to the Closing, Buyer will be deemed to have accepted title that is subject to the Disapproved Title Exceptions, in which case they the purchase price will thereafter become Approved Title Exceptions for purposes be adjusted accordingly based on a pro-rata allocation of the Agreementpurchase price across the total acreage of the land included within the Real Property. In additionAdditionally, if with respect to the Title Insurance Properties only, the Company issues any Title Report Supplement shall, prior to Closing, cause those Surveys applicable to the Closing and such Tile Report Supplement reflects or discloses new or additional exceptions, other than monetary liens or encumbrances affecting Owned Real Property (as all monetary liens and encumbrances are all automatically deemed Disapproved Title Exceptions that are Insurance Properties to be paid by Seller at updated to include (i) new field work to within 30 days of the Closing), such exceptions will be deemed Approved Title Exceptions unless (ii) a certification to the Company, Buyer notifies Seller within and its designated land banker, and (iii) any other of Buyer’s reasonable requirements. Buyer shall have five (5) business days of from receipt of the each Title Report Supplement that, in Buyer’s reasonable determinationUpdate (but not later than Closing), the updated Title Commitment and updated Surveys within which to review same and to give notice of its dissatisfaction with any new matters shown thereon that render title unmarketable or additional exception(s) would result in otherwise have a Material Adverse Effect with respect to material adverse impact on the Real Estate Assets or Company’s intended development of the Business. If Buyer so notifies Seller that projects as shown on the current performance projections, and any such objectionable matters shall be treated as a new or additional exception reflected in a Disapproved Title Report Supplement would result in a Material Adverse Effect with respect to the Real Estate Assets or the Business, the provisions set forth above in this Section 3.7C shall applyException.