Common use of Removal of Unpermitted Exceptions Clause in Contracts

Removal of Unpermitted Exceptions. The Seller Parties shall have no obligation to cure any Title Exceptions or Survey Defects other than Automatic Unpermitted Exceptions and other than the Unpermitted Exceptions as set forth in the Title and Survey Side Letter or any New Title and Survey Election Notice. The Seller Parties may cure any Unpermitted Exception by removing such Unpermitted Exception from title or causing the Title Company to commit to remove or insure over in a manner acceptable to the Purchaser Parties in their sole discretion such Unpermitted Exception in the Title Policy at any time prior to or at Closing. If the Title Company does not agree to remove or insure over any Unpermitted Exception in the Title Policy, but another nationally recognized title insurance company reasonably approved by the Purchaser Parties is willing to issue the Title Policy without such Unpermitted Exception in the Title Policy, then the Seller Parties shall have the right to obtain, and the Purchaser Parties shall accept, a Title Policy from such other title insurance company which otherwise shall satisfy the requirements of Section 4(d), in which case the term “Title Company” shall be deemed to refer to such other title insurance company for all purposes in this Agreement; provided, however, the Seller Parties shall pay any incremental costs incurred in substituting the other title insurance company as the Title Company, including any additional premium charges by the other title insurance company, any cancellation charges by the original title insurance company and any costs to have the Updated Survey certified to the other title insurance company.

Removal of Unpermitted Exceptions. The Seller Parties shall have no obligation to cure any Title Exceptions or Survey Defects other than Automatic Unpermitted Exceptions and other than the Unpermitted Exceptions as set forth in the Title and Survey Side Letter or any New Title and Survey Election NoticeExceptions. The Seller Parties may may, at its option, cure any Unpermitted Exception by removing (i) causing such Unpermitted Exception to be removed from title the Title Policy, prior to Closing or (ii) causing the Title Company to commit to remove or insure over in a manner acceptable to the Purchaser Parties in their sole discretion such Unpermitted Exception in the Title Policy at any time prior to or at Closing, in each case with no right of the Title Company to seek recourse to Purchaser or the Property, in which case the same shall be deemed to constitute a Permitted Exception, without any credit against the Purchase Price for such Title Exception or Survey Defect. Seller shall pay and discharge all Required Removal Exceptions on or before Closing. If the Title Company does not agree to remove or insure over any Unpermitted Exception in the Title PolicyException, but another nationally recognized title insurance company reasonably approved by the acceptable to Purchaser Parties is willing to issue the Title Policy without such Unpermitted Exception in and at the same premium cost as has been quoted by the Title PolicyCompany, then the Seller Parties shall have the right to obtain, and the Purchaser Parties shall accept, a Title Policy title policy from such other title insurance company which otherwise shall satisfy the requirements of Section 4(d)set forth in this Agreement, in which case the term “Title Company” shall be deemed to refer to such other title insurance company for all purposes in this Agreement; provided, however, the Seller Parties shall pay any incremental costs incurred in substituting the other title insurance company as the Title Company, including any additional premium charges by the other title insurance company, any cancellation charges by the original title insurance company and any costs to have the Updated Survey certified to the other title insurance company.

Removal of Unpermitted Exceptions. The Seller Parties shall have no obligation to cure or remove any Title Exceptions or Survey Defects other than Automatic the Mandatory Unpermitted Exceptions and any other than the Unpermitted Exceptions as set forth in the Title and Survey Side Letter Election Notice or in any New Title and Survey Election Notice. The Seller Parties may cure any Unpermitted Exception by removing such Unpermitted Exception from title or causing the Title Company to commit to remove or insure over in a manner acceptable to the Purchaser Parties in their sole discretion such Unpermitted Exception in the applicable Title Policy to Purchaser’s satisfaction (in its commercially reasonable discretion) at any time prior to or at Closing. If the Title Company does not agree to remove or insure over any Unpermitted Exception in the applicable Title PolicyPolicy to Purchaser’s satisfaction (in its commercially reasonable discretion), but another nationally recognized title insurance company reasonably approved by the Purchaser Parties is willing to issue the applicable Title Policy without such Unpermitted Exception in such Title Policy and without a limitation of such title insurance company’s potential liability with respect to such Unpermitted Exception resulting from Purchaser’s knowledge of the Title Policydefect, then the Seller Parties shall have the right to obtain, and the Purchaser Parties shall accept, a Title Policy from such other title insurance company which otherwise shall satisfy the requirements of Section 4(d)5.4, in which case the term “Title Company” shall be deemed to refer to such other title insurance company for all purposes in this Agreementthe Real Property insured by such Title Policy; provided, however, that Purchaser shall not be required to accept such Title Policy from any title company that is not a member of (i) the Seller Parties shall pay any incremental costs incurred in substituting Fidelity National Title family of title companies, or (ii) the other First American Title family of title insurance company as the Title Company, including any additional premium charges by the other title insurance company, any cancellation charges by the original title insurance company and any costs to have the Updated Survey certified to the other title insurance companycompanies.

Removal of Unpermitted Exceptions. The Seller Parties shall have no obligation to cure or remove any Title Exceptions or Survey Defects other than Automatic the Mandatory Unpermitted Exceptions and any other than the Unpermitted Exceptions as set forth in the Title and Survey Side Letter Schedule V.C.1 or in any New Title and Survey Election Notice. The Seller Parties may cure any Unpermitted Exception by removing such Unpermitted Exception from title or causing the Title Company to commit to remove or insure over in a manner acceptable to the Purchaser Parties in their sole discretion such Unpermitted Exception in the applicable Title Policy at any time prior to or at Closing, along with the Title Company’s commitment or endorsement agreeing to issue future title policies without such Unpermitted Exceptions or with affirmative insurance over such Unpermitted Exceptions. If the Title Company does not agree to remove or insure over any Unpermitted Exception in the applicable Title Policy, but another nationally recognized title insurance company reasonably approved by the Purchaser Parties is willing to issue the applicable Title Policy without such Unpermitted Exception in the such Title Policy, then the Seller Parties shall have the right to obtain, and the Purchaser Parties shall accept, a Title Policy from such other title insurance company which otherwise shall satisfy the requirements of Section 4(dV.D (including, without limitation, the requirement to issue such future title policies without such Unpermitted Exception or with affirmative insurance over such Unpermitted Exception), in which case the term “Title Company” shall be deemed to refer to such other title insurance company for all purposes in this Agreementthe Real Property insured by such Title Policy; provided, however, that Purchaser shall not be required to accept such Title Policy from any title company that is not a member of (i) the Seller Parties shall pay any Chicago Title family of title companies, (ii) the Fidelity National family of title companies, (iii) the LandAmerica family of title companies, or (iv) the ▇▇▇▇▇▇▇ Title family of title companies. Any incremental costs incurred in substituting the cost associated with obtaining such a Title Policy from such other title insurance company as shall be borne and paid at Closing solely by Seller, notwithstanding the Title Company, including any additional premium charges by the other title insurance company, any cancellation charges by the original title insurance company and any costs to have the Updated Survey certified to the other title insurance company.provisions of Section XI.D.

Removal of Unpermitted Exceptions. The Seller Parties shall have may elect, by delivering written notice to Purchaser (“Seller Cure Notice”) no obligation later than three (3) Business Days after the Effective Date, to cure any Title Exceptions or Survey Defects other than Automatic Unpermitted Exceptions and other than the Unpermitted Exceptions as set forth in the Title and Survey Side Letter or any New Title and Survey Election Notice. The Seller Parties may cure any Unpermitted Exception by removing such Unpermitted Exception from title or causing the Title Company to waive or commit to remove or affirmatively insure over in a manner acceptable to the Purchaser Parties in their sole discretion such Unpermitted Exception in the Title Policy at any time prior to or at the Closing. If the Title Company does Seller’s failure to deliver a Seller Cure Notice shall be deemed Seller’s election not agree to remove or insure over cure any Unpermitted Exception in the Title Policy, but another nationally recognized title insurance company reasonably approved by the Exceptions. If Seller elects or is deemed to have elected not to cure any Unpermitted Exception(s) Purchaser Parties is willing to issue the Title Policy without such Unpermitted Exception in the Title Policy, then the Seller Parties shall have the right option, to obtainbe exercised by delivery of written notice to Seller no later than three (3) Business Days prior to the Closing, and the Purchaser Parties shall accept, a Title Policy from such other title insurance company which otherwise shall satisfy the requirements of Section 4(d)to (i) terminate this Agreement, in which case Escrow Agent shall promptly refund the term “Title Company” Earnest ▇▇▇▇▇ ▇o Purchaser upon Purchaser’s satisfaction of its obligations under Sections 4.1(c) and 7.1(b) and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) proceed to the Closing under this Agreement and accept title to the Real Property, subject to such uncured Unpermitted Exception(s) (which shall thereafter be deemed to be Permitted Exceptions), without any credit against the Purchase Price for any such uncured Unpermitted Exception(s). If Purchaser does not terminate this Agreement under clause (i) of the preceding sentence, Purchaser shall be deemed to refer have elected the option in clause (ii) of the preceding sentence. Seller shall have no obligation to cure any Unpermitted Exceptions, except that Seller shall, at or prior to the Closing: (a) cause to be removed any mortgages, deeds of trust or other security interests for any financing incurred by Seller, (b) cause to be removed any mechanic’s liens that first arise on title after the Effective Date for work performed at Seller’s request and for which Purchaser has not received a credit under Article X; (c) cause to be removed any other monetary or financial liens of a liquidated amount not to exceed $500,000 in the aggregate for all such other liens, and (d) execute and deliver at the Closing all documents reasonably and customarily required by the Title Company in order to remove the “standard exceptions” in the owner’s title insurance company for all purposes in this Agreement; providedpolicy to be issued at the Closing, howeverincluding, but not limited to, the Seller Parties shall pay any incremental costs incurred in substituting mechanic’s liens, possession, and unrecorded matters exceptions, and to insure the other title insurance company as so-called “gap” between the effective date of the Title CompanyCommitment and the recordation of the Deed (subject to Seller’s right hereunder to elect not to cure Title Exceptions and Survey Defects that are not Unpermitted Exceptions). For purposes of clauses (b) and (c) of the prior sentence, including any additional premium charges by the other title insurance company, any cancellation charges by the original title insurance company and any costs “cause to have the Updated Survey certified to the other title insurance companybe removed” shall include bonding off.