Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;
Title and Survey Review. (e) Prior to the execution and delivery hereof, Seller has caused the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property dated with an effective date of June 7, 2016 (the “PTR”) and copies of all underlying title documents described in the PTR. Purchaser shall have until June 14, 2016 (the “Title Notice Date”) to provide written notice (the “Title Notice”) to Seller and Title Company of any matters shown on the PTR and/or the Updated Survey which are not satisfactory to Purchaser. If Seller has not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved the specific exceptions to title expressly provided in the PTR and all matters revealed in the Updated Survey, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreement. Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than June 17, 2016, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall be obligated to cure by Closing (by either having the same removed as an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be acceptable to Purchaser in its sole and absolute discretion) (“Seller’s Response”). If Seller does not deliver Seller’s Response prior to such date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Seller and Title Company terminating this Agreement as set forth in Section 5.4 above, or (ii) waive any such objection to the PTR and the Updated Survey (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof). If Seller and Title Company have not received Termination Notice from Purchaser by the Contingency Date, such fa...
Title and Survey Review. Buyer has received a copy of the preliminary title report dated February 8, 2018 issued by the Title Company covering the Real Property under order number NCS-885946-SA1 (together with copies of all documents referenced therein, the “Title Report”). Buyer shall have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline (the “Title Notice Date”), to deliver to Seller written notice (the “Title Objection Notice”) of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer’s obligations under Sections 4.1 through 4.3 above (or elsewhere in this Agreement). If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, or
Title and Survey Review. (a) Promptly after the Effective Date, Escrow Agent will deliver to Buyer and Seller a current title commitment on each Property (as may be updated, a “Commitment”) for the issuance to Buyer of an ALTA extended coverage owner’s policy of title insurance (the “Owner’s Policy”) for such Property, together with complete, legible copies of all requirement and exception documents referenced in each such Commitment.
Title and Survey Review. Bedford shall have until five business days after receipt of both the Title Commitment and the Survey to notify Seller of any Title Exceptions that are not acceptable to Bedford (all such items shall be referred to as “Title Objections”). The failure of Bedford to provide written notice of Title Objections shall be deemed a notice that all Title Exceptions are Title Objections.
Title and Survey Review. (a) Prior to the execution and delivery hereof, Purchaser has caused the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the One Wilshire Property dated with an effective date of April 3, 2013 and for the El Segundo Property dated with an effective date of April 1, 2013 (the “PTR”), and copies of all underlying title documents described in the PTR. Purchaser has unconditionally approved of the condition of title to the Properties and the Survey, and anything that would be shown on an updated or new Survey, subject to Sellers’ obligations set forth in Section 6.2(c) below. Except as expressly provided in Section 6.2(c), Sellers shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. DAL02:624104.4 LEGAL_US_W # 74790953.14 22 (b) Purchaser may, at or prior to Closing, notify Sellers in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the Effective Date and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the Effective Date, and (iii) not disclosed in writing by Sellers to Purchaser and the Title Company prior to the Effective Date (“New Exceptions”); provided that Purchaser must notify Sellers of any objection to any such New Exception prior to the date which is two (2) Business Days after such New Exception is disclosed to Purchaser in writing (and, if necessary, Purchaser may extend the Closing Date to provide for such two (2) Business Day period). If Purchaser fails to deliver to Sellers a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Sellers will have two (2) Business Days from the receipt of Purchaser’s notice (and, if necessary, Sellers may extend the Closing Date to provide for such two (2) Business Day period and for two (2) Business Days following such period for Purchaser’s response), within which time Sellers may, but are under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, or commit to remove or otherwise obtain affirmative insurance over the same in form reasonably acceptable to Purchaser at or prior to Closing. If, within the two (2) Business Day period, Sellers do not remove or otherwi...
Title and Survey Review. In addition to the Survey, Purchaser may obtain a title insurance commitment at its expense (the “Title Commitment”) issued by a Title Company selected by Purchaser (the “Title Company”). Purchaser shall notify Seller during the Inspection Period of its objection to any matters of title (such objections being referred to as the “Title Exceptions”) and of its objection to any matters of survey (such objections being referred to as the “Survey Exceptions”). Seller shall notify Purchaser within fifteen (15) days after receipt of Purchaser’s notice whether it will be able to cure or remove the Title Exceptions and Survey Exceptions, as applicable. If Seller notifies Purchaser that it is unable or unwilling to cure or remove any Title Exceptions or Survey Exceptions, then Purchaser shall have the option to terminate this Agreement in accordance with the terms of Section 4 (Inspection Period) hereof. If Purchaser does not give such notice of termination prior to the expiration of the Inspection Period, Purchaser shall be deemed to have waived such Title Exceptions and Survey Exceptions.
Title and Survey Review. (a) Buyer shall have until the expiration of the Due Diligence Period to review each Commitment and Survey (including any update of each Survey obtained by Buyer) and to deliver to Seller written notice of any objections that Buyer may have to anything contained or set forth in, or disclosed by, each Commitment, Survey and any update to each Survey obtained by Buyer (any such objection, a “Title/Survey Objection”). If Buyer delivers written notice of any Title/Survey Objection on or before the expiration of the Due Diligence Period, then Seller shall, within ten (10) days after receipt of such notice from Buyer, deliver written notice to Buyer that: (i) Seller will cure or cause the Title Company to remove any such Title/Survey Objections; or (ii) Seller elects not to cause such items to be cured or removed. If Seller gives Buyer notice under clause (ii) of this Section 6.2(a), then Buyer shall have right to elect to either (x) proceed with this transaction and take title to the Properties subject to the Title/Survey Objections that Seller did not agree to cure, or (y) terminate this Agreement. Buyer shall make such election within five (5) business days from the date that Buyer receives Seller's notice that Seller will not cure one or more of the Title/Survey Objections. If Buyer elects to terminate this Agreement pursuant to this Section 4(b), then the Escrow Agent shall immediately deliver to Buyer the Xxxxxxx Money and all interest earned thereon, and thereafter neither party shall have any further rights or obligations hereunder, and each party shall bear its own costs incurred hereunder.
Title and Survey Review. Prior to entering this contract, Buyer has had an opportunity to review a preliminary title commitment and Seller’s existing survey of the Property, and Buyer accepts the Property subject to all exceptions and matters contained therein.
Title and Survey Review. (a) Within five (5) days after the Agreement Date, Seller shall deliver to Buyer (1) a current title commitment (the “Title Commitment”) covering the Property, showing all matters affecting title to the Property and binding the Title Company to issue at Closing an Owner’s Policy of Title Insurance, on the form customarily used in the area in which the Property is located, in the full amount of the Purchase Price pursuant to subsection (c) below, and (2) copies of all instruments (the “Exception Instruments”) referenced in the Title Commitment.
