Common use of Failure of Title Condition Clause in Contracts

Failure of Title Condition. Notwithstanding anything to the contrary in this Agreement, if, prior to Closing, Seller discloses to Purchaser or Purchaser discovers that title to the Property is subject to defects, limitations or encumbrances other than (i) the Permitted Encumbrances; (ii) any matter caused by Purchaser or any person or entity claiming by, through or under Purchaser; or (iii) any other matter that would not cause the Property to be in violation of the Lease or in violation of applicable law and is not in violation of Seller’s covenant in Section 4.5 hereof, then Purchaser shall promptly give Seller written notice of its objection thereto. Such written notice shall specify such title defect in reasonable detail and notify Seller that the Agreement may be terminated if such title defect is not removed, bonded or insured-over in a commercially reasonable manner prior to the Closing Date. In such event, Seller may elect to postpone the Closing for thirty (30) days and attempt to cure such objection. The parties acknowledge and agree that Seller shall have no obligation to cure any such objection, unless such objection constitutes a Lien Exception as set out in Section 3.2 or a violation of Seller’s covenant under Section 4.5, in which event Seller shall cause such objection to be cured. Within ten (10) days after notice from Seller (if applicable) that Seller will not cure the objection, Purchaser shall have the right to terminate this Agreement and if so terminated Seller shall promptly direct the Title Company/Escrow Agent to return the Deposit to Purchaser, provided that Purchaser and Seller shall not be in default hereunder, and neither party shall have any liability to the other except for the obligations of Purchaser that survive the termination of this Agreement. For the purposes of this Agreement, any title defect, limitation or encumbrance, other than those enumerated in (i) – (iii) above, shall be deemed cured if the Title Company/Escrow Agent or another title company reasonably acceptable to Purchaser and authorized to do business in the State in which the Real Property is located will agree to issue the ALTA owner's title insurance policy to Purchaser for the Purchase Price, which policy takes no exception for such defect, limitation or encumbrance and is issued for no additional premium or, if “insuring over” the matter is reasonably acceptable to Purchaser, for an additional premium if Seller agrees to pay such additional premium upon Closing. PURCHASE AND SALE AGREEMENT PAGE 22 Ruskin [Tampa], Florida

Failure of Title Condition. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, if, prior to Closing, Seller discloses to Purchaser or Purchaser discovers that title to if between the Property is subject to defects, limitations or encumbrances other than (i) the Permitted Encumbrances; (ii) any matter caused by Purchaser or any person or entity claiming by, through or under Purchaser; or (iii) any other matter that would not cause the Property to be in violation of the Lease or in violation of applicable law Approval Date and is not in violation of Seller’s covenant in Section 4.5 hereof, then Purchaser shall promptly give Seller written notice of its objection thereto. Such written notice shall specify such title defect in reasonable detail and notify Seller that the Agreement may be terminated if such title defect is not removed, bonded or insured-over in a commercially reasonable manner prior to the Closing Date, Purchaser receives notice of any additional recorded liens, encumbrances or other matters that are not reflected in the Title Commitment or Survey (or New Survey, if applicable) (collectively, "New Matters"), Purchaser may submit another Title Notice to Seller objecting to any such New Matters within one (1) business days after its receipt of notice of any such New Matters. In Seller may, at Seller's sole option, use such efforts and expend such amounts as Seller may, in Seller's sole judgment, deem appropriate to remove or otherwise cure prior to Closing any timely objections to New Matters. Except for Lien Exceptions set out in Section 3.2, Seller shall not have the obligation to remove or otherwise cure any objections to New Matters. Seller shall notify Purchaser in writing within two (2) business days after receipt of any Objection Notice covering any New Matters whether Seller elects to attempt to remove or otherwise cure the objection to such New Matters (the "New Matter Response"). If Seller provides such New Matter Response, Seller, at its sole cost and expense, shall be obligated to use reasonable efforts to remove or otherwise cure the objections set forth in such notice in a manner reasonably acceptable to Purchaser on or before Closing, and in such event, or if the New Matter(s) described in such Title Notice constitute Lien Exceptions, Seller may elect to postpone the Closing for thirty (30) days and attempt to cure such objection. The parties acknowledge and agree If Seller (i) is unable or unwilling to remove or remedy such objections in a manner reasonably acceptable to Purchaser on or before Closing; (ii) fails to timely deliver such New Matter Response to Purchaser; or (iii) notifies Purchaser that Seller shall have no obligation has elected not to remove or otherwise cure any such objectionobjections to New Matters, unless such objection constitutes a Lien Exception as set out in Section 3.2 or a violation of Seller’s covenant under Section 4.5, in which event Seller shall cause such objection to be cured. Within ten (10) days after notice from Seller (if applicable) that Seller will not cure the objection, then Purchaser shall have the right be entitled to (x) terminate this Agreement and if so terminated by written notice to Seller shall promptly direct the Title Company/Escrow Agent to return whereupon the Deposit shall be returned to Purchaser, provided that Purchaser and Seller shall not be in default hereunder, and neither party shall will have any liability to the right or obligation under this Agreement other except for the than as set forth in this Agreement regarding rights or obligations of Purchaser that survive termination; or (y) proceed to Closing without receiving any credit against or reduction of the termination Purchase Price whereupon Purchaser shall be deemed to have accepted the New Matter(s) as an exception to title (which shall thereupon become a Permitted Encumbrance); provided, however, (A) if the New Matter(s) properly objected to by Purchaser will not, in the aggregate, decrease the fair market value of this Agreement. For the purposes Property by more than One Hundred Thousand and No/100 Dollars ($100,000.00), then Seller shall reduce the Purchase Price at Closing by the decrease in the fair market value of this Agreement, the Property resulting from the New Matter(s) and Purchaser shall be required to close hereunder (taking title subject to such New Matter(s)) and (B) any title defect, limitation or encumbrance, other than those enumerated in (i) – (iii) above, New Matters shall be deemed cured if the Title Company/Escrow Agent or another title company reasonably acceptable to Purchaser and authorized to do business in the State in which the Real Property is located will agree to issue the a standard ALTA owner's title insurance policy to Purchaser for the Purchase Price, which policy takes no exception for such defect, limitation or encumbrance New Matters and is issued for no additional premium or, if “insuring over” the matter is reasonably acceptable to Purchaser, or for an additional premium if Seller Seller, in Seller's sole discretion, agrees to pay such additional premium upon Closing. PURCHASE AND SALE AGREEMENT PAGE 22 Ruskin [Tampa]Closing shall be extended to the extent necessary to allow for the Purchaser's objection to New Matters, FloridaSeller's cure of objections to New Matters (to the extent Seller is required to do so under this Agreement), and the Purchaser's right to terminate this Agreement with respect to Seller's failure to cure objections to new Matters, within the periods set forth in this Section 10.3.

Failure of Title Condition. Notwithstanding anything to the contrary in this Agreement, ifIf, prior to Closing, Seller discloses to Purchaser or Purchaser discovers that title to the Property is subject to defects, limitations or encumbrances other than (i) the Permitted Encumbrances; (ii) any matter caused by Purchaser or any person or entity claiming by, through or under Purchaser; or (iii) any other matter that a commercially reasonable purchaser of substantially similar properties would not cause the Property determine to be in violation of the Lease or in violation of applicable law material and is not in violation of Seller’s covenant in Section 4.5 hereofadverse, then Purchaser shall promptly give Seller written notice of its objection theretothereto (each a “Supplemental Objection”). Such written notice shall specify such title defect in reasonable detail and notify Seller that the Agreement may be terminated if such title defect is not removed, bonded or insured-over in a commercially reasonable manner prior to the Closing Date. In such event, Seller may elect to postpone the Closing for thirty (30) days and attempt to cure such objectionSupplemental Objection. The parties acknowledge and agree that Seller shall have no obligation to cure any such objectionSupplemental Objection, unless such objection Supplemental Objection constitutes a Lien Exception as set out in Section 3.2 or a violation of Seller’s covenant under Section 4.5, in which event Seller shall cause 3.2. If Purchaser fails to waive any such objection to be cured. Within Supplemental Objection within ten (10) days after notice from Seller (if applicable) that Seller will not cure the objectionSupplemental Objection, Purchaser shall have the right to terminate this Agreement will terminate automatically and if so terminated Seller shall promptly direct the Title Company/Escrow Agent to return the Deposit to Purchaser, provided that Purchaser and Seller shall not be in default hereunder, and neither party shall have any liability to the other except for the obligations of Purchaser that survive the termination of this Agreement. For the purposes of this Agreement, any title defect, limitation or encumbrance, other than those enumerated in (i) – (iii) above, shall be deemed cured if the Title Company/Escrow Agent or another title company reasonably acceptable to Purchaser and authorized to do business in the State in which the Real Property is located will agree to issue the a standard ALTA owner's title insurance policy to Purchaser for the Purchase Price, which policy takes no exception for such defect, limitation or encumbrance and is issued for no additional premium or, if “insuring over” the matter is reasonably acceptable to Purchaser, or for an additional premium if Seller agrees to pay such additional premium upon Closing. PURCHASE AND SALE AGREEMENT PAGE 22 Ruskin [Tampa], Florida.

Failure of Title Condition. Notwithstanding anything to If, as of the contrary in this Agreement, if, prior to date and time scheduled for the Closing, (i) Seller discloses has not taken all curative steps (if any) agreed upon or otherwise required pursuant to Section 4.2 with respect to Title Matters, or (ii) Purchaser or Purchaser discovers has discovered that title to the Property otherwise is subject to defectsany leases, limitations liens, claims, charges, security interests, encumbrances, restrictions or encumbrances other than exceptions to title that are not, or have not theretofore become, Permitted Exceptions (i) the Permitted Encumbrances; (ii) any matter caused by Purchaser or any person or entity claiming byeach, through or under Purchaser; or (iii) any other matter that would not cause the Property to be in violation of the Lease or in violation of applicable law and is not in violation of Seller’s covenant in Section 4.5 hereofan “Additional Exception”), then Purchaser shall promptly give Seller written notice of its objection thereto. Such written notice shall specify such may elect either to accept title defect in reasonable detail and notify Seller that the Agreement may be terminated if such title defect is not removed, bonded or insured-over in a commercially reasonable manner prior to the Closing DateProperty subject to any or all of those Title Matters and Additional Exceptions (thereby waiving any and all objections and claims against Seller with respect thereto) or, as its sole and exclusive remedy therefor, to notify Seller, in writing, that Purchaser objects to any or all of those Title Matters and Additional Exceptions. In the event of any such eventobjection, Seller may elect to postpone the Closing for shall have thirty (30) days and attempt from its receipt of Purchaser’s objection notice within which to cure such the basis for that objection. The parties acknowledge , and agree the Closing Date shall be extended to the extent necessary to afford Seller the full thirty-day period within which to accomplish that cure; provided, however, that Seller shall not have no obligation any such extended period of time to discharge or cure any such objection, unless such objection constitutes Title Matters or Additional Exceptions that are removable by payment of a Lien Exception as set out in Section 3.2 or a violation liquidated sum (all of Seller’s covenant under Section 4.5, in which event Seller shall cause to be paid and discharged at or before the originally-scheduled Closing, with the Purchase Price being applied toward that payment as and to the extent necessary to accomplish that result). If the basis for any such objection has not been cured by the end of that thirty-day period, then Purchaser may elect either to be cured. Within ten (10) days after notice from Seller (if applicable) that Seller will not cure accept title to the objection, Purchaser shall have the right Property subject to any such Title Matters and Additional Exceptions then remaining or to terminate this Agreement and if so terminated Seller shall promptly direct the Title Company/Escrow Agent by written notice to return Seller. If Purchaser exercises that termination right, then the Deposit will promptly be returned to Purchaser, provided following which the parties shall have no further obligation to each other except for Purchaser’s Surviving Obligations. Seller covenants and agrees that Purchaser from and after the Effective Date, Seller shall not be in default hereundercreate any liens, and neither party shall have any liability claims, charges, security interests, encumbrances, restrictions or title exceptions on or with respect to the Property, without the prior consent of Purchaser. If a search of title discloses judgments, bankruptcies or other except for returns against other persons having names the obligations same as or similar to that of Purchaser that survive the termination of this Agreement. For the purposes of this AgreementSeller or members or Seller, any title defect, limitation or encumbrance, other than those enumerated in (i) – (iii) above, shall be deemed cured if the Title Company/Escrow Agent or another title company reasonably acceptable Seller will deliver to Purchaser and authorized to do business in the State in which the Real Property is located will agree to issue the ALTA owner's title insurance policy to Purchaser for the Purchase PriceTitle Company an affidavit showing that such judgments, which policy takes no exception for bankruptcies or other returns are not against Seller or such defect, limitation or encumbrance and is issued for no additional premium or, if “insuring over” the matter is reasonably acceptable to Purchaser, for an additional premium if Seller agrees to pay such additional premium upon Closing. PURCHASE AND SALE AGREEMENT PAGE 22 Ruskin [Tampa], Floridamembers of Seller.