New Exceptions Sample Clauses

New Exceptions. In the event that (i) subsequent to the delivery to Buyer of the Preliminary Report, the Title Company issues an update to the Preliminary Report that shows an exception to title not previously listed (a "New Exception"), Buyer shall have five (5) business days following receipt of such update to the Preliminary Report and the underlying documents to object in writing (the "Buyer’s New Exception Notice") to such New Exception. Buyer’s failure to approve or disapprove any New Exception within the period described in the initial sentence of this Section 6(b) shall be deemed disapproval thereof. If Buyer timely disapproves, or is deemed to have disapproved, any New Exception, then Seller may, but shall not be obligated to, correct such New Exceptions specified in such notice at or prior to the Closing Date; provided, however, if Seller is able and willing to eliminate or cure all of such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within five (5) days of Seller’s receipt of Buyer’s New Exception Notice or deemed disapproval ("Seller’s New Exception Notice Period") that Seller intends to eliminate or cure (said notice hereinafter called "Seller’s New Exception Notice") and in which case the elimination or curing by Seller of the New Exception(s) specified by Seller for cure or elimination in Seller’s New Exception Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller (i) does not timely deliver Seller’s New Exception Notice, or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any disapproved New Exception(s), then, unless Buyer waives, in writing, those disapproved New Exception(s) for which Seller has elected or is deemed to have elected to not cure within five (5) days following Seller’s New Exception Notice Period, this Agreement shall terminate, the Escrow Agent shall promptly return any Exxxxxx Money on deposit with Escrow Agent to Buyer, and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. If necessary, the Closing Date shall be extended to the third (3rd) business day following the running of the time limits stated in this Section 6(b).
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New Exceptions. In the event the Title Company notifies Buyer of any New Exceptions to title after the Approval Date, Buyer shall have two (2) Business Days in which to notify Seller of its approval or disapproval of such New Exception. Failure to deliver notice of approval of such New Exception shall be deemed disapproval of the New Exception. If Buyer disapproves such New Exception, Seller shall notify Buyer within two (2) Business Days thereafter whether or not Seller can or will cause the removal of such New Exception. Failure to deliver such notice by Seller shall be deemed Seller’s refusal to cause the removal of such New Exception. If Seller is unwilling or unable to cause the removal of such New Exception, Buyer shall have the right within two (2) Business Days thereafter in which to waive such objection to title and proceed to Closing, or terminate this Agreement, in which case Section 14(a) shall apply. Failure by Buyer to deliver notice of waiver shall be deemed Buyer’s objection to title and election to terminate this Agreement. Buyer agrees that “removal” of a New Exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such New Exception.
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New Exceptions. Seller shall remove any and all title exceptions appearing subsequent to its delivery of the Title Commitment, unless such exceptions are expressly agreed to in writing by Purchaser. Purchaser shall not unreasonably withhold its approval of any such exceptions to the extent they are consistent with Seller's planned development approvals or do not otherwise materially restrict or affect Purchaser's intended occupancy and use of the Land and Improvements.
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New Exceptions. Purchaser may have Seller's title to the Property re-reviewed at any time and from time to time up to the Closing and may give Seller written notice of any additional title exceptions which first appear of record after the effective date of each applicable Title Commitment ("New Exceptions"). Seller shall, if requested by Purchaser, (i) cause any such exception created by, through or under Seller without Purchaser's written consent (in its sole discretion) to be removed prior to the Closing and (ii) use good faith, commercially reasonable efforts to remove any other New Exceptions prior to the Closing. If any such New Exception is not removed prior to Closing and will have a material adverse effect on the use and operation of the applicable Project, in Purchaser's reasonable judgment, Purchaser may elect either (a) in the case of an exception described in clause (i) above, to close and receive credit against the Purchase Price equal to the lesser of (A) the cost of curing such title objection or (B) any diminution in value, determined by an independent third party appraiser, resulting from or likely to result from such title objection, or (b) to terminate this Agreement as to the affected Project, in which event the Purchase Price will be reduced by the allocated Purchase Price of the affected Project, and the parties shall have no further rights, duties or obligations hereunder with respect to such Project except for those obligations which by their terms survive termination of this Agreement. In addition, if Purchaser elects to terminate this Agreement as to a certain Project as a result of one or more New Exceptions affecting such Project, and such affected Project is a part of a cross-collateralized debt pool and the relevant lender or lenders will not permit such Project to be removed from the pool at no cost to Purchaser, Purchaser may elect to terminate this Agreement as to all Properties, in which event the Earnxxx Xxxey shall be returned to Purchaser and the parties shall have no further rights, duties or obligations hereunder except for those obligations which by their terms survive termination of this Agreement.
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New Exceptions. (i) If an update to a Pro Forma Policy or an Updated Survey for the Property (or, if applicable, if an update to a Title Commitment for the Property) received after the Cut-Off Date and prior to the Closing Date references a new exception to title or a new survey matter for the Property (each, a "New Exception," and collectively, the "New Exceptions"), then Purchaser shall have five (5) Business Days (the "Objection Period") to provide notice of its objection to Seller (the "Exception Notice"). Seller shall have ten (10) Business Days from its receipt of such Exception Notice to cure any applicable New Exception to the reasonable satisfaction of Purchaser (the "Exception Cure Period").
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New Exceptions. 4.5.1 If any Title Update discloses any additional items, which (i) are not caused by or the result of any act or fault of Purchaser, any Affiliate of Purchaser or any Purchaser Consultant, (ii) are not Mortgages, Tax Liens, Voluntary Liens or Other Monetary Liens (which are covered by Section 4.4) or Violations (which are covered by Section 4.6), (iii) are not items that constitute Permitted Exceptions under Section 4.3, and (iv) are not disclosed in any prior Title Update (but subject to rights of Purchaser with respect to such prior Title Update) (each, a “New Exception”), Purchaser shall notify Sellers in writing of Purchaser’s approval or disapproval of such New Exception not later than the date that is the earlier (such earlier date, the “New Exception Review Period Expiration Date”) of (i) three (3) Business Days after the date of its receipt of such Title Update and (ii) the Closing Date.
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New Exceptions. If between the expiration of the Title Objection Period and the Closing Date, an updated title report shows any new exceptions not shown on the Title Commitment, or an updated survey shows any new encroachments or other survey matters not existing during the Title Objection Period and such new exception is not otherwise a Permitted Exception (collectively, "New Exceptions"), then, provided such New Exception would materially interfere with Purchaser's intended use of the Project, Purchaser shall have the right to give Seller written notice of same within ten (10) days of Purchaser's receipt of notice from the Title Company or surveyor of the existence of any such New Exception, and in such instance the parties shall have the same rights and obligations as to title encumbrances and exceptions and survey matters object to during the Title Objection Period. If Purchaser does not give notice of any such New Exceptions to Seller during such ten (10) day period, Purchaser shall be conclusively presumed to have waived such New Exceptions and to have agreed to accept title subject to such New Exceptions (which shall thereupon be deemed to be Permitted Exceptions), and the Closing shall occur without any credit or abatement of the Total Purchase Price.
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New Exceptions. If this Agreement is not terminated -------------- pursuant to Section 4.3 below, and after the Approval Date but prior to Closing the Title Company informs Buyer that it has or intends to schedule as title exceptions to the ALTA Title Policy (as defined below) any additional matters not previously included in the Title Report (other than the permitted exceptions approved by Buyer and such matters, if any, that are created or caused by Buyer) which are either monetary liens or which, in Buyer's reasonable judgment, would have a material adverse effect on the Property or on Buyer's intended development of the Property (any such matters being referred to herein as the "New Exceptions"), then Buyer may by written notice to Seller request that the New Exceptions be removed. Seller shall be under no obligation to cause the New Exceptions to be removed; provided, however, that if Seller is unable or unwilling to remove the New Exceptions on or before the Closing, and Buyer does not withdraw its objections in writing, then Buyer may terminate this Agreement for a failure of condition, in which event the Agreement shall terminate, and the Deposits (to the extent made) shall be returned to Buyer, and the parties shall have no further obligations hereunder except for the Buyer's Surviving Obligations.
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New Exceptions. The notice and response procedure of this Section
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Related to New Exceptions

  • Title Exceptions To the best of Borrower’s knowledge after due inquiry and investigation, none of the items shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan Agreement and insuring Lender’s interest in the Mortgaged Property will have a Material Adverse Effect on the (a) ability of Borrower to pay the Loan in full, (b) ability of Borrower to use all or any part of the Mortgaged Property in the manner in which the Mortgaged Property is being used on the Closing Date, except as set forth in Section 6.03, (c) operation of the Mortgaged Property, or (d) value of the Mortgaged Property.

  • 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."

  • Survey or Title Objections If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

  • Permitted Exceptions The Property shall be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to Article II hereof (herein referred to collectively as the “Permitted Exceptions”).

  • Title and Survey Matters Title to the Real Property shall be examined by Buyer at its cost. If said title examination and a preliminary title report and/or any title insurance commitment Buyer may obtain from Escrow Agent (acting in its capacity as title company (the “Title Company”)), (the “Title Report”), or any survey obtained by Buyer at its cost, discloses material defects in title to the Real Property to which Buyer objects (collectively “Title Objections”), Buyer shall notify Seller in writing within twenty (20) days of Buyer’s receipt of the Title Report and/or survey. If Buyer timely notifies Seller in writing of the Title Objections, Seller shall have five (5) Business Days after receipt of such notice (the “Title Cure Period) to elect (but shall have no obligation whatsoever) to cure any Title Objection, and if so elected, shall either (a) satisfy the Title Objections at Seller’s sole cost and expense, or (b) provide Buyer and the Title Company with satisfactory evidence that Seller can and will cure such Title Objections prior to or at Closing; provided, however, Seller shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property (each, a “Monetary Lien”). Failure by Seller to timely respond in writing to any Title Objections shall be deemed Seller’s decision to cure any Title Objections. If Seller elects not to satisfy any of the Title Objections or otherwise fails to satisfy the Title Objections within the Title Cure Period, Buyer shall have the option, exercisable within five (5) Business Days after the expiration of the Title Cure Period, to (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer fails to notify Seller in writing within five (5) Business Days after the expiration of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.3, then Buyer shall be deemed to have waived all unsatisfied Title Objections. If, after the expiration of the Inspection Period, Title Company amends or adds any exception to the Title Report other than at the request of Buyer (including any liens against the Property for a liquidated amount that Seller is not obligated hereunder to satisfy at Closing), the Title Company will notify Buyer and Seller immediately. Within two (2) Business Days after Buyer receives notice from Title Company (and the Closing Date shall be extended if needed so that the Closing shall not occur prior to the end of such two (2) Business Day period), together with a copy of such intervening lien or matter, Buyer shall notify Seller in writing of any objections thereto (a “Supplemental Title Objection”). If Buyer fails to notify Seller of such Supplemental Title Objection within such two (2) Business Day period, Buyer shall be deemed to have waived any objection and approved all such exceptions. If the Supplemental Title Objection is material and adverse to the Property, is not caused by Buyer and Seller does not agree to remove such matter (other than any Monetary Lien), then Buyer may within two (2) Business Days after the Supplemental Title Objection, terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Seller has not received written notice from Buyer that Buyer has elected to terminate this Agreement within such two (2) Business Day period of time, then Buyer shall be deemed to have waived any unsatisfied Supplemental Title Objection. “Permitted Exceptions” shall mean any title or survey item, other than Monetary Liens: (i) not raised as Title Objections by Buyer, or (ii) raised as Title Objections by Buyer but thereafter waived or deemed waived. Buyer shall have the right, but is not obligated, to obtain a current survey of the Property which shall be at Buyer’s sole expense.

  • Title Matters Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

  • Title Commitment and Survey (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

  • Title and Survey (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects.

  • Title, Etc (a) Each Borrower and each of the Restricted Subsidiaries has good and marketable title to, or valid leasehold or easement interests in, all of their respective property and assets, including, without limitation, the real property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01.

  • Title Documents Title Documents consist of the following: (1) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) copies of any other documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title Documents).

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