Termination for Objectionable Title Matter Sample Clauses
The 'Termination for Objectionable Title Matter' clause allows a party to end an agreement if the title to a property or asset is found to contain unacceptable defects or issues. In practice, this clause typically applies during real estate transactions, where a buyer may discover encumbrances, liens, or other title problems that were not previously disclosed or are deemed unacceptable under the contract. Its core function is to protect parties from being forced to proceed with a transaction involving property that does not have clear or marketable title, thereby allocating risk and ensuring that only properties with acceptable title conditions are transferred.
Termination for Objectionable Title Matter. If, after giving Seller timely written notice under this Section 4 of any Objectionable Title Matter, Buyer does not receive by the earlier of (A) the Last Closing Date or (B) ten days after the date Seller receives the last Title Objection Notice from Buyer (such earlier date, “Seller’s Title Response Date”) either:
4.4.1 Where such Objectionable Title Matter would otherwise be within the scope of coverage of the Title Policy, written confirmation from the Title Company that such Objectionable Title Matter will not be scheduled as an exception in the Title Policy, or
4.4.2 Written confirmation from the Title Company that it will affirmatively insure Buyer against loss resulting from such Objectionable Title Matter, by an endorsement to the Title Policy in a form satisfactory to Buyer in its reasonable discretion, and (if applicable)
4.4.3 Seller’s unconditional written undertaking to take, at or before Closing, such steps as the Title Company specifies in its written confirmation are required for it either to omit such Objectionable Title Matter as an exception in the Title Policy or to issue such endorsement, Buyer shall have the right to terminate the Escrow and this Agreement by written notice of termination given to Seller and Escrow Agent no later than the five days after the Seller’s Title Response Date, whereupon Escrow Agent shall cancel Escrow, disburse the Deposit to Buyer and return every other item in Escrow to the Party which deposited the same. If Buyer does not so elect to terminate this Agreement, Buyer shall be deemed to have waived its objection to the Objectionable Title Matter(s) in question and such title matter(s) shall then become Permitted Exceptions.
Termination for Objectionable Title Matter. If, after giving Sellers timely notice of an Objectionable Title Matter, Buyer does not receive by the earlier of 5 Days prior to the Closing Date or 10 Days after giving such notice:
(1) Written confirmation from the Title Company that, upon conditions specified in such confirmation (all of which are within the applicable Seller's power to satisfy by the Closing Date) the Title Policy will be issued, at customary rates, without exception for such Objectionable Title Matter or that the Title Company will affirmatively insure Buyer against any loss therefrom by an endorsement in form and content satisfactory to Buyer in Buyer's sole discretion, and
(2) An unconditional written undertaking from the applicable Seller to satisfy all such conditions specified by the Title Company, Buyer shall have the right to terminate this Agreement by written notice of termination given to Sellers on or before the Closing Date. If Buyer does not so elect to terminate this Agreement, the Objectionable Title Matter in question shall then be deemed to be a Permitted Exception. Buyer's remedy for any Objectionable Title Matter shall be limited to such right of termination, unless such Objectionable Title Matter constitutes a breach of a covenant or representation of Sellers contained elsewhere in this Agreement.
Termination for Objectionable Title Matter. 15 4.5 Extension of Closing Date for Notice and Cure................................................. 16 4.6 Access to Property and Records................................................................ 16 4.7 Indemnification............................................................................... 17 4.8 Due Diligence Materials....................................................................... 17 4.9 Buyer's Right of Termination.................................................................. 18 5. Representations........................................................................................ 19 5.1
Termination for Objectionable Title Matter. If, after giving Seller timely written notice under this Section 4 of any Objectionable Title Matter, Buyer does not receive by the earlier of (A) the Last Closing Date or (B) ten days after the date Seller receives the last Title Objection Notice from Buyer (such earlier date, “Seller’s Title Response Date”) either: 4.
4.1 Where such Objectionable Title Matter would otherwise be within the scope of coverage of the Title Policy, written confirmation from the Title Company that such Objectionable Title Matter will not be scheduled as an exception in the Title Policy, or 4.4.2 Written confirmation from the Title Company that it will affirmatively insure Buyer against loss resulting from such Objectionable Title Matter, by an endorsement to the Title Policy in a form satisfactory to Buyer in its reasonable discretion, and (if applicable)
Termination for Objectionable Title Matter. If, after giving Seller timely written notice under this Section 4 of any Objectionable Title Matter, Buyer does not receive by the earlier of (A) the Closing Date or (B) ten Business Days after the later of the Approval Date or the date Seller receives such notice either:
4.4.1 Where such Objectionable Title Matter would otherwise be within the scope of coverage of the Title Policy, written confirmation from the Title Company that such Objectionable Title Matter will not be scheduled as an exception in the Title Policy, or
4.4.2 Written confirmation from the Title Company that it will affirmatively insure Buyer against loss resulting from such Objectionable Title Matter, by an endorsement to the Title Policy in a form reasonably satisfactory to Buyer, and, if applicable, and
4.4.3 Seller's unconditional written undertaking to take, at or before Closing, such steps as the Title Company may require to accomplish either 4.4.1 or 4.4.2 above,
Termination for Objectionable Title Matter. If, after giving Seller timely written notice under this Section 4 of any Objectionable Title Matter, Buyer does not receive, within ten (10) days after the Approval Date, one of the following:
4.4.1 Written confirmation from the Title Company that such Objectionable Title Matter will not be scheduled as an exception in the Title Policy,
4.4.2 Written confirmation from the Title Company that it will affirmatively insure Buyer against loss resulting from such Objectionable Title Matter, by an endorsement to the Title Policy in a form reasonably satisfactory to Buyer, or
4.4.3 Seller’s unconditional written undertaking to take, at or before Closing, such steps as the Title Company requires to accomplish the actions in either Sections 4.4.1 or 4.4.2 above, then Buyer shall have the right to terminate the Escrow and this Agreement by written notice of termination given to Seller and Escrow Agent within five (5) Business Days after the expiration of the foregoing 10-day period (but in any event no later than the Last Closing Date), whereupon Escrow Agent shall cancel Escrow, return the Deposit to Buyer (less only Buyer’s one-half share of any Escrow cancellation charges) and return every other item in Escrow to the Party which deposited the same. If Buyer does not so elect to terminate this Agreement, the Objectionable Title Matter(s) in question shall then be deemed to be Permitted Exceptions.
Termination for Objectionable Title Matter. If, after giving Seller timely written notice under this Section 2.3 of any Objectionable Title Matter (other than Inapplicable Exceptions), Buyer has not received by the Last Closing Date either:
(i) Where such Objectionable Title Matter would otherwise be within the scope of coverage of the Title Policy, written confirmation from the Title Company that such Objectionable Title Matter will not be scheduled as an exception in the Title Policy, or
(ii) Confirmation from the Title Company that it will affirmatively insure Buyer against loss resulting from such Objectionable Title Matter, by an endorsement to the Title Policy reasonably satisfactory to Buyer,