Cure of Title Objections Sample Clauses

Cure of Title Objections. If Purchaser has timely given a Notice of Title Objections as set forth above, Seller will have the right, but not the obligation (unless otherwise expressly set forth below in this subsection), at any time on or prior to the Closing Date, to cure any such objections. If Seller timely cures such objections, or, if such objections are such that the same cannot be cured on or prior to Closing, and Seller has commenced curing such objections and thereafter diligently proceeds to effect such cure (but in no event beyond forty-five (45) days unless agreed to by Purchaser), then this Agreement shall continue in force and effect, and the Closing Date shall be adjourned accordingly. If Seller is unable to, or chooses not to, cure such objections within the time permitted, this Agreement shall terminate, Seller shall instruct the Escrow Agent to return the Deposit to Purchaser, and neither party shall have any further obligations hereunder except for the Surviving Obligations. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable to or chooses not to cure, and upon receipt by Seller of such waiver in full from Purchaser within ten (10) days of notice from Seller that it is unable or chooses not to cure such objections, this Agreement shall remain in full force and effect with no reduction in the Purchase Price. Notwithstanding anything set forth in this Agreement to the contrary, whether or not Purchaser objects to the same, Seller shall have an obligation (i) to pay (at or prior to Closing) any amount due in order to satisfy or remove from record title by bonding off or otherwise any mortgages, deeds of trust and liens or encumbrances that secure the payment of money (the “Monetary Liens”), and Seller may authorize Escrow Agent to deduct from the Purchase Price at Closing the amount necessary to pay off or discharge any Monetary Liens, and (ii) to cure and remove from record title (at or prior to Closing) all liens and other title exceptions created or filed against the Property after the date of this Agreement (any such liens and other title exceptions, together with the Monetary Liens, the “Mandatory Cure Items”). Any easements, covenants, restrictions, exceptions of record (other than Mandatory Cure Items) that are shown on the Commitment to which Purchaser has not objected as set forth above, together with
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Cure of Title Objections. Seller shall notify Purchaser of whether it intends to cure any or all of Purchaser’s Title Objections within two (2) Business Days of receipt of a Title Objection Notice. If Seller fails to notify Purchaser of whether or not it intends to cure any or all of the Purchaser’s Title Objections within such two (2) Business Day period, Seller shall be deemed to have notified Purchaser that it will not cure any of Purchaser’s Title Objections. If Seller confirms in writing that it will cure some or all of Purchaser’s Title Objections, Seller is allowed until the Closing Date to cure Purchaser’s Title Objections. If Seller agrees to cure any of Purchaser’s Title Objections, has used commercially reasonable efforts pursing such cure, and such cure is not completed prior to the Closing Date, Seller shall not be in default of this Agreement, provided, however, that Purchaser may terminate the Agreement on the Closing Date by providing written notice to Seller and the Exxxxxx Money shall be returned to Purchaser and neither party shall have any liability to the other except for the Surviving Obligations. If Seller fails to use commercially reasonable efforts to cure any objection which Seller has agreed to cure, Seller shall be in default under this Agreement. If Seller notifies Purchaser that it does not intend to cure all of Purchaser’s Title Objections or is deemed to have elected not to cure Purchaser’s Title Objections, then, by providing written notice of Purchaser’s election within two (2) Business Days after Purchaser’s receipt of Seller’s notice or deemed notice, or on the Closing Date with respect to any matter which Seller agrees to cure but remains uncured on Closing Date, Purchaser may elect to do one of the following:
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Cure of Title Objections. (a) Purchaser shall have until the expiration of the Inspection Period to give written notice to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment, any amendments thereto issued during the Inspection Period or the Survey. Any exception to title disclosed in the Title Commitment, any such amendments or the Survey to which Purchaser does not object by timely written notice shall be a Permitted Exception. Time is of the essence with respect to the provisions of this Section 2.3.
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Cure of Title Objections. If Purchaser has timely given a Notice of Title Objections as set forth above, Sellers will have the right, but not the obligation (unless otherwise expressly set forth below in this subsection), until on or before ten (10) calendar days after the date on which Purchaser delivered its Notice of Title Objections (the "Title Objection Date"), within which to cure any such objections. Notwithstanding anything set forth in this Agreement to the contrary, whether or not Purchaser objects to the same, the applicable Seller shall have an obligation (i) to pay (at or prior to Closing) any amount due in order to satisfy or remove from record title by bonding off or otherwise any Monetary Lien(s) voluntarily placed upon the Property by a Seller, and Sellers hereby irrevocably authorize Escrow Agent to deduct from the Purchase Price at Closing the amount necessary to pay off or discharge all such Monetary Liens, and (ii) other than for Permitted Exceptions, to cure and remove from record title (at or prior to Closing) all Liens and other title exceptions voluntarily created or filed against the Property by a Seller after the date of this Agreement and not consented to in writing by Purchaser (collectively, the "Mandatory Cure Items").
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Cure of Title Objections. If the Operating Partnership has timely given a Notice of Title Objections as set forth above, Contributor will have the right, but not the obligation (unless otherwise expressly set forth below in this subsection), until on or before ten (10) days after the Title Objection Date, within which to cure any such objections (and if Contributor shall so elect to attempt to cure any such objections, then the Scheduled Closing Date and Closing Date hereunder shall automatically be extended until a date which is on or before ten (10) days after the Title Objection Date). In furtherance of the foregoing:
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Cure of Title Objections. In the event Buyer shall timely notify Seller of objections to any item contained in the Title Report, Seller shall have the right, but not the obligation, to cure the Title Objections. Seller shall inform Xxxxx in writing (the “Seller’s Title Cure Notice”) not later than five (5) business days after receipt of Title Objections whether Seller shall cure such objections. Unless otherwise expressly stated, Xxxxxx’s failure to deliver Seller’s Title Cure Notice shall be deemed Seller’s election not to cure the Title Objections, and Xxxxx’s election not to terminate this PSA prior to the expiration of the Inspection Period in accordance with Paragraphs J-2 and O-2 shall be deemed Xxxxx’s waiver of any objections that Seller has not elected to cure.
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Cure of Title Objections. If Purchaser has timely given a Notice of Title Objections as set forth above, Sellers will have the right, but not the obligation (unless otherwise expressly set forth below in this subsection), until on or before twenty (20) days after its receipt of a Notice of Title Objections, within which to cure any such objections; provided, however, if any such objection consists of one or more Monetary Liens (other than the Outstanding Indebtedness) in an aggregate amount less than Five Hundred Thousand Dollars ($500,000.00), then Sellers will have an obligation to pay (at or prior to Closing) any amount due in satisfaction or release of such Monetary Lien(s).
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Cure of Title Objections. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove any Required Removal Exceptions, provided that Seller shall not be required to bring any legal action or institute any legal proceeding to effect such Removal. Seller may use any portion of the Purchase Price to satisfy any Required Removal Exceptions that exist as of the Closing Date, provided such payment causes the Title Company to Remove the same. If Seller is unable to Remove any Required Removal Exceptions prior to the Closing, Buyer may at Closing elect to either (i) exercise Buyer’s rights under Section 9.2, or (ii) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.
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Related to Cure of Title Objections

  • Notice of Title Defects Buyer shall provide Seller notice of all purported Title Defects no later than 11:59 p.m. Central Time on the Notification Date; provided, however, that (1) Buyer agrees that it will use reasonable efforts to furnish Seller, at the end of each week until the Notification Date, written notice of any Title Defect that Buyer discovers or learns about during that week, which notice may be preliminary in nature and supplemented prior to the Notification Date, and (2) the failure of Buyer to give Seller such preliminary notice will not waive any Title Defects or constitute a breach of this Agreement. To be effective, such notice must (a) be in writing, (b) be received by Seller on or prior to the Notification Date, (c) describe the Title Defect in reasonable detail (including any alleged variance in the Net Revenue Interest or Working Interest), (d) identify the specific Asset or Assets affected by such Title Defect, (e) include the Title Defect Value and supporting calculations prepared by Buyer in good faith, (f) Buyer’s suggested means to address the Title Defect, including any suggested curative work, and (g) comply with the limitations and Title Defect Value qualifications set forth in Section 4.14. Any matters identified by Buyer prior to or on the Notification Date that constitute Title Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes and shall constitute Permitted Encumbrances and Assumed Obligations. On December 17, 2012, the Parties shall meet and determine upon which of the Title Defects, Title Defect Values, and methods of cure the Parties have reached agreement. “Net Revenue Interest” means with respect to any Asset as of the Effective Time, the interest in and to all Hydrocarbons produced, saved, and sold from or allocated to such Asset, after giving effect all royalties, overriding royalties, production payments, carried interests, net profits interests, reversionary interests, and other burdens upon, measured by, or payable out of, production therefrom. “Working Interest” means with respect to any Asset as of the Effective Time the interest in and to such Asset that is burdened with the obligation to bear and pay costs and expenses of maintenance, development, or operations on or in connection with such Asset. Upon the receipt of such notice from Buyer, Seller shall have the option, but not the obligation, for a period ending ninety (90) days after the Closing to cure such Title Defect. If Seller should not elect to cure a Title Defect, and no aspect of such Title Defect is reasonably in dispute, the Purchase Price shall be adjusted for such Title Defect by the amount of the Title Defect Value.

  • Title Objections Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection 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 on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

  • Out of Title Work 17.1 No employee shall be employed under any title not appropriate to the duties to be performed and, except upon assignment by proper authority during the continuance of a temporary emergency situation, no person shall be assigned to perform the duties of any position unless he/she has been duly appointed, promoted, transferred or reinstated to such position in accordance with the provisions of the Civil Service Law, Rules and Regulations.

  • Condition of Title 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement.

  • Defense of Title Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Credit Documents.

  • Passage of Title 9.7.1 The ownership and title to the Goods and any part thereof shall fully pass to ISR free and clear of all security interests, liens, attachment, encumbrances and any other rights or claims of any kind of any third party, upon the date of issuance by ISR of the Final Acceptance Certificate for each of the Goods at ISR Site. The passing of title to ISR and the vesting of ownership rights shall be without prejudice to any right that may accrue to ISR under this Agreement.

  • Title Defects If: (i) the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:

  • Protection of Title of Purchaser (a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the Receivables and the Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Trust Collateral Agent under the Indenture in the Receivables and the Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Trust Collateral Agent may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Trust Collateral Agent to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as each may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein.

  • Quality of Title Each Loan, together with the Related Security related thereto, shall, at all times, be owned by the Borrower free and clear of any Lien except as provided in Section 4.2(a)(iii), and upon each Funding, the Collateral Agent as agent for the Secured Parties shall acquire a valid and perfected first priority security interest in such Loans, the Related Security related thereto and all Collections then existing or thereafter arising, free and clear of any Lien, except as provided in Section 4.2(a)(iii). No effective financing statement or other instrument similar in effect covering any Loan or Dealer Agreement shall at any time be on file in any recording office except such as may be filed (i) in favor of the Borrower in accordance with the Contribution Agreement or (ii) in favor of the Collateral Agent in accordance with this Agreement.

  • PARTICULARS OF TITLE Strata Title : Has not been issued yet Master Title No. & Lot No. : Pajakan Negeri 51394, Lot No. 480651, Mukim of Kuala Lumpur, District of Kuala Lumpur, Federal Territory of Kuala Lumpur. Developer’s Parcel No. : Parcel No. E-G-13, Storey No. G, Building No. East Wing, together with An Accessory Parcel Nos. E28 & E28A, Midfields Square Approximate Built-up Area : 2,158 sq. ft. (200.50 sq. metres) Vendor : XXX XXX XXXXX (NRIC NO. 630708-05-6293) & XXX XXX XXXX (F)(NRIC NO. 671008-10-6414) Developer : SYARIKAT PEMBENAAN YEOH TIONG LAY SDN BHD (COMPANY NO. 12479-V) Proprietor : LEMBAGA KUMPULAN WANG SIMPANAN PEKERJA (EMPLOYEES) PROVIDENT FUND BOARD Beneficial Owner(s) : ING CHUAN HARDWARE SDN BHD (COMPANY NO. 140233-W) Encumbrance : Assigned to AmBank (M) Berhad under the Facility Agreement dated the 10th day of March, 2015, Deed of Assignment and Power of Attorney both dated the 1st day of April, 2015 Tenure : 99-year leasehold expired on 17th June, 2108 Category Of Land Use : “Bangunan” Express Conditions : “Tanah ini hendaklah digunakan untuk bangunan perdagangan bagi tujuan kedai pejabat sahaja” Restriction In-Interest : “Tanah ini tidak boleh dipindahmilik, dipajak, dicagar xxx digadai melainkan dengan kebenaran Jawatankuasa Kerja Tanah Wilayah Persekutuan Kuala Lumpur” Note : - LOCATION AND DESCRIPTION: The subject property is a shop unit bearing postal address B2-42, Dataran Niaga Sungai Besi, Midfields Square East, Xxxxx 00/000X, xxx Xxxxxxxxx Xxxxxx Xxxx, 00000 Xxxxx Xxxxxx. RESERVE PRICE: The property will be sold subject to a reserve price of RM1,500,000.00 (RINGGIT MALAYSIA: ONE MILLION FIVE HUNDRED THOUSAND ONLY) and the Conditions of Sale and subject to the consent (if applicable) being obtained by the purchaser from the Developer/Proprietor and other relevant authorities. Online bidders are further subject to the Terms & Conditions on xxx.xxxxxxxxxxxxxxxxxxx.xx.

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