Common use of Certain Exceptions to Title Clause in Contracts

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which may appear on any supplemental title report or updates to the Summit Title Report or any updates to the Survey issued after the Effective Date (herein collectively called the “Other Exceptions”) within five (5) Business Days after the receipt thereof by Buyer but in no event later than ten (10) Business Days prior to the Closing Date unless such Other Exceptions were first disclosed to Buyer within such ten (10) Business Day period, in which event, Buyer shall immediately notify Seller thereof. Unless Buyer shall timely object to such Other Exceptions, all such Other Exceptions which are set forth in any such supplemental reports or updates to the Summit Title Report or the Survey shall be deemed to constitute additional Permitted Exceptions. Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Subject to Sections 3.3(b)(i) and 3.3(b)(ii), Seller shall be entitled to one or more adjournments of the Closing (not to exceed seventy five (75) days in the aggregate for all such adjournments) for the purpose of removing, or causing to be removed, any Title Objections. Subject to Section 3.3(b) (i), such removal may be deemed effected by the issuance of title insurance which omits the Title Objections as exceptions to coverage. Notwithstanding anything to the contrary contained in this Section 3.3(a), Buyer shall have a period of ten (10) Business Days from the date of this Agreement to deliver its first list of Other Exceptions to which Buyer objects (although the foregoing shall not preclude Buyer from objecting to any Other Exceptions raised upon the issuance of a supplemental title report or updates to the Summit Title Report or updates to the Survey).

Certain Exceptions to Title. Seller shall cause to be delivered to Buyer within twenty (20) days after the date of this Agreement the Title Commitment and Title Documents from the Title Company. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which may appear on any supplemental title report or updates to the Summit Title Report or any updates to the Survey issued after the Effective Date (herein collectively called the “Other Exceptions”) shown on the Title Commitment, Title Documents and Survey by written notice to Seller given no later than twenty (20) days after the later of the delivery of the Title Commitment and the Title Documents, and to any Other Exceptions first appearing on any subsequent update to the Title Commitment, Title Documents or Survey within five (5) Business Days business days after the receipt Buyer obtains knowledge thereof by Buyer or is Deemed to Know of their existence, but in any event no event later than ten (10) Business Days prior to the Closing Date unless such Other Exceptions were first disclosed to Buyer within such ten (10) Business Day period, in which event, Buyer shall immediately notify Seller thereofDate. Unless Buyer shall timely object to such Other Exceptions, all such Other Exceptions which are set forth in any such supplemental reports or updates to the Summit Title Report or the Survey shall be deemed to constitute additional Permitted Exceptions. Any exceptions which Other Exceptions that are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Subject Seller shall, at Closing, remove or cause to Sections 3.3(b)(ibe removed any Title Objections to the extent (and only to the extent) that such Title Objections are (A) mortgage financing documentation, or (B) mechanics’ or materialmen’s liens and 3.3(b)(iiother liens evidencing monetary encumbrances (other than liens for non-delinquent general real estate taxes not yet due and owing) which are removable by payment of liquidated and ascertainable amounts, or (C) liens created or suffered to exist by Seller or its agents and affiliates, but only to the extent such liens are not referenced in the Title Commitment, Title Documents or Survey (collectively, the “Required Clearance Exceptions”). In addition, Seller may elect (but shall not be obligated) to remove, or cause to be removed, at its expense, any other Title Objections. Seller shall be entitled to one or more adjournments a reasonable adjournment of the Closing (not to exceed seventy five ninety (7590) days in the aggregate for all such adjournmentsdays) for the purpose of removing, the removal of any Required Clearance Exceptions or causing to be removed, any other Title Objections. Subject to Section 3.3(b) (i), such which removal may will be deemed effected by the issuance of title insurance which omits eliminating or insuring against the effect of the Title Objections. To the extent that the same do not constitute Required Clearance Exceptions, Seller shall notify Buyer in writing within five (5) business days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same. If Seller is unable to remove or cause the Title Company to endorse over any Required Clearance Exceptions (after using reasonable efforts as exceptions provided in Section 9.2.5) or other Title Objections which Seller has elected to coverage. Notwithstanding anything remove or cause the Title Company to endorse over prior to the contrary contained in this Section 3.3(a)Closing, or if Seller elects not to remove or cause the Title Company to endorse over one or more Title Objections that are not Required Clearance Exceptions, Buyer may elect to either (a) terminate this Agreement in its entirety by notice given to Seller (1) on the Closing Date if Seller is unable to remove or cause the Title Company to endorse over any such Title Objections, or (2) within five (5) days after notice from Seller of its election not to remove or to cause the Title Company to endorse over any such Title Objections, in either which event the Deposit shall be refunded to Buyer, and thereafter, the parties shall have a period of ten (10) Business Days from no further rights or obligations hereunder except for obligations which expressly survive the date termination of this Agreement to deliver its first list Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions,” and the Closing shall occur as herein provided without any reduction of Other Exceptions to which Buyer objects (although or credit against the foregoing shall not preclude Buyer from objecting to any Other Exceptions raised upon the issuance of a supplemental title report or updates to the Summit Title Report or updates to the Survey)Purchase Price.

Certain Exceptions to Title. Buyer Meridian shall have the right to object in writing to any title matters that are not Permitted Exceptions and that, in Meridian's reasonable discretion, materially adversely affect title to, or the value of, the Real Property with respect to any Facility which may appear on any supplemental title report reports or updates to the Summit Title Report or any updates to Reports issued at the Survey issued request of Meridian after the Effective Date end of the Due Diligence Period (herein collectively called the “Other Exceptions”"OTHER LIENS") within five (5) Business Days days after the receipt thereof by Buyer but in no event later than ten (10) Business Days prior to the Closing Date unless such Other Exceptions were first disclosed to Buyer within such ten (10) Business Day period, in which event, Buyer shall immediately notify Seller thereofMeridian. Unless Buyer Meridian shall timely object to such Other ExceptionsLiens, all such Other Exceptions Liens and any matters which do not, in Meridian's reasonable discretion, materially adversely affect title to, or the value of, the Real Property with respect to any Facility which are set forth in any such supplemental reports or updates to the Summit Title Report or the Survey shall be deemed to constitute additional Permitted Exceptions. Any exceptions which are timely objected to by Buyer Meridian shall be herein collectively called the “"TITLE OBJECTIONS." Prudential may elect (but shall not be obligated) to remove, or cause to be removed at its expense, any Title Objections.” Subject to Sections 3.3(b)(i) , and 3.3(b)(ii), Seller shall be entitled to one or more adjournments a reasonable adjournment of the Closing (not to exceed seventy five thirty (7530) days in the aggregate for all such adjournmentsdays) for the purpose of removingsuch removal, or causing to be removed, any Title Objections. Subject to Section 3.3(b) (i), such which removal may will be deemed effected by the issuance of title insurance which omits eliminating or insuring against the effect of the Title Objections. Prudential shall notify Meridian in writing within five (5) days after receipt of Meridian's notice of Title Objections as exceptions whether Prudential elects to coverageremove the same. Notwithstanding anything If Prudential is unable to remove or endorse over any Title Objections prior to the contrary contained Closing, or if Prudential elects not to remove one or more Title Objections, Meridian may elect to either (a) terminate this Agreement, in this Section 3.3(a), Buyer which event the parties shall have a period of ten (10) Business Days from the date of this Agreement to deliver its first list of Other Exceptions to which Buyer objects (although the foregoing shall not preclude Buyer from objecting to any Other Exceptions raised upon the issuance of a supplemental title report or updates to the Summit Title Report or updates to the Survey).no further