Title and Survey. Seller has delivered to Purchaser copies of the existing survey of the Land and Improvements in Seller’s possession or control (the “Survey”). Within ten (10) business days following the Effective Date, Purchaser shall obtain with respect to the Property a current (meaning bearing an issue date not earlier than thirty (30) days prior to the Effective Date) title commitment for the issuance of a standard ALTA Owner’s Title Insurance Policy with respect to Seller’s interest in the Land, appurtenances and Improvements (the “Title Commitment”), and Purchaser shall promptly provide or cause the Title Company to provide Seller copies of the Title Commitment and copies of all documents and instruments referred to as exceptions to title in the Title Commitment. Notwithstanding the foregoing, to the extent that the applicable laws of the state in which the Property is situated require such Property to be insured under a particular form of policy, then the Title Company shall issue the title commitment for such Property in accordance with applicable law and utilizing any state mandated title forms. Each Title Commitment shall be in an amount equal to the Purchase Price. Purchaser shall have until the date three (3) business days prior to the Approval Date to provide written notice to Seller of any matters shown by the Title Commitment or Survey which are not satisfactory to Purchaser (the “Title Notice”). Seller shall have two (2) business days to elect to cure or not to cure any title objections to the satisfaction of the Purchaser. If Seller elects not to cure such objections, Purchaser may terminate this Agreement in its sole discretion and the Title Company shall refund the Deposit to Purchaser. If the Seller elects to cure such title objections to the satisfaction of the Purchaser, then the parties shall then have until the Approval Date specified in Section 3.6 to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser’s objection(s); provided, however, except as otherwise 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 or survey objections, and Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in response to a Title Notice. Notwithstanding the foregoing, all exceptions to title shown on the Title Commitment or otherwise arising prior to the Closing which evidence (i) mortgages or deeds of trust encumbering Seller’s fee interest in the Property; (ii) judgment liens evidencing non-appealable judgments rendered against Seller and encumbering Seller’s fee interest in the Property; or (iii) mechanic’s or materialmen’s liens encumbering Seller’s fee interest in the Property and arising from any work performed or materials furnished for or on behalf of Seller (items i, ii, and iii above collectively referred to as “Lien Exceptions”), shall, in each instance, be deemed objected to without any notice by Purchaser and cured by Seller (which, in the case of a mechanic’s or materialmen’s lien shall include, at Seller’s option, bonding around or insuring-over the mechanic’s or materialmen’s lien) at or prior to Closing. Except as otherwise provided with respect to Lien Exceptions, Purchaser’s sole right with respect to the Title Commitment or Survey to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.6 hereof. All matters shown on the Title Commitment and/or Survey with respect to which Purchaser fails to give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be approved by Purchaser and “Permitted Encumbrances” as provided in Section 3.4 hereof, subject, however, to Purchaser’s termination right provided in Section 3.6 hereof. Purchaser shall have the right to cause a new survey of the Property to be prepared and certified to Purchaser, Seller and the Title Company prior to the Approval Date (an “Updated Survey”). If, prior to Closing, the Updated Survey reflects, Seller discloses to Purchaser or Purchaser discovers pursuant to an updated title commitment (an “Updated Title Commitment”) or otherwise discovers that title to the Property is subject to defects, limitations or encumbrances other than (i) the Permitted Encumbrances; or (ii) any matter caused by Purchaser or any person or entity claiming by, through or under Purchaser; then Purchaser shall promptly give Seller written notice of its objection thereto. Such written notice shall additionally 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. If Purchaser fails to waive any such objection within ten (10) days after notice from Seller that Seller is unable to or elects not cure the objection, this Agreement will terminate automatically and the Title Company 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 surviving obligations of Purchaser and Seller set forth in this Agreement. For the purposes of this Agreement, any title defect, limitation or encumbrance, other than those enumerated in (i) – (ii) above, shall be deemed cured if the Title Company or another title company reasonably acceptable to Purchaser and authorized to do business in the State in which the Property is located will agree to issue a standard ALTA form of 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 for an additional premium if Seller agrees to pay such additional premium upon Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cole Corporate Income Trust, Inc.)
Title and Survey. Seller has delivered to Purchaser copies of the existing survey an ALTA/ASCM Land Title Survey of the Land and Improvements in Seller’s possession or control (the “Survey”). Within ten (10) business days following the Effective Date, Purchaser shall obtain with respect to the Property prepared by Stantec and a current (meaning bearing an issue date not earlier than thirty (30) days prior to the Effective Date) title commitment (the “Title Commitment”) issued by the Title Company/Escrow Agent, as Agent for the issuance of Commonwealth Land Title Insurance Company (“Title Insurer”), for a standard ALTA form of Owner’s 's Title Insurance Policy with respect to Seller’s 's interest in the LandReal Property, appurtenances and Improvements (the “Title Commitment”), and Purchaser shall promptly provide or cause the Title Company to provide Seller copies of the Title Commitment and together with copies of all documents and instruments referred to as exceptions to title in the Title Commitment. Notwithstanding the foregoing, to the extent that the applicable laws of the state in which the Property is situated require such Property to be insured under a particular form of policy, then the Title Company shall issue the title commitment for such Property in accordance with applicable law and utilizing any state mandated title forms. Each Title Commitment shall be in an amount equal to the Purchase Price. Purchaser shall have until the date three (3) business days prior to the Approval Date to provide written notice to Seller of any matters shown by the Title Commitment or Survey which are not satisfactory to Purchaser Purchaser, which notice (the “Title Notice”)) must specify the reason such matter(s) are not satisfactory and the curative steps necessary to remove the basis for Purchaser's disapproval. Seller shall have two (2) business days to elect to cure or not to cure any title objections to the satisfaction of the Purchaser. If Seller elects not to cure such objections, Purchaser may terminate this Agreement in its sole discretion and the Title Company shall refund the Deposit to Purchaser. If the Seller elects to cure such title objections to the satisfaction of the Purchaser, then the parties shall then have until the Approval Date specified in Section 3.6 to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser’s 's objection(s); provided, Ruskin [Tampa], Florida however, except as otherwise 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 or survey objections, and Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in response to a Title Notice. Notwithstanding the foregoing, all exceptions to title shown on the Title Commitment or otherwise arising prior to the Closing which evidence (i) mortgages or deeds of trust created, consented to or affirmatively permitted by Seller encumbering Seller’s fee interest in the Real Property; (ii) judgment liens evidencing non-appealable judgments rendered against Seller and encumbering Seller’s fee interest in the Property; or (iii) mechanic’s or materialmen’s liens encumbering Seller’s fee interest in the Property and arising from any work performed or materials furnished for or on behalf of Seller (items i, ii, and iii above collectively referred to as “Lien Exceptions”), shall, in each instance, be deemed objected to without any notice by Purchaser and cured by Seller (which, in the case of a mechanic’s or materialmen’s lien shall include, at Seller’s option, bonding around or insuring-over the mechanic’s or materialmen’s lien) at or prior to Closing. Except as otherwise provided with respect to Lien Exceptions, Purchaser’s 's sole right with respect to the any Title Commitment or Survey matter to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.6 hereof. All matters shown on the Title Commitment and/or Survey with respect to which Purchaser fails to give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be approved by Purchaser and “Permitted Encumbrances” as provided in Section 3.4 hereof, subject, however, to Purchaser’s 's termination right provided in Section 3.6 hereof. Purchaser shall have the right to cause a new survey of the Property to be prepared and certified to Purchaser, Seller and the Title Company prior to the Approval Date Closing (an “Updated Survey”). If, prior to Closing, the Updated Survey reflects, Seller discloses to Purchaser or Purchaser discovers pursuant to an updated title commitment (an “Updated Title Commitment”) or otherwise discovers that title to the Property is subject to defects, limitations or encumbrances other than (i) the Permitted Encumbrances; or (ii) any matter caused by Purchaser or any person or entity claiming by, through or under Purchaser; then Purchaser shall promptly give Seller written notice of its objection thereto. Such written notice shall additionally 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. If Purchaser fails to waive any such objection within ten (10) days after notice from Seller that Seller is unable to or elects not cure the objection, this Agreement will terminate automatically and the Title Company to will 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 surviving obligations of Purchaser and Seller set forth in this Agreement. For the purposes of this Agreement, any title defect, limitation or encumbrance, other than those enumerated in (i) – (ii) above, shall be deemed cured if the Title Company or another title company reasonably acceptable to Purchaser and authorized to do business in the State in which the Property is located will agree to issue a standard ALTA form of owner’s '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 for an additional premium if Seller agrees to pay such additional premium upon Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
Title and Survey. Seller has delivered to Purchaser copies of the existing survey of the Land and Improvements in Seller’s possession or control (the “Survey”). Within ten (10) business days following the Effective Date, Purchaser shall obtain order from the Title Company a preliminary owner’s title commitment with respect to the Property a current (meaning bearing an issue date not earlier than thirty (30) days prior to the Effective Date) title commitment for the issuance issued in favor of a standard ALTA Owner’s Title Insurance Policy with respect to Seller’s interest in the Land, appurtenances and Improvements Purchaser (the “Title Commitment”), and . Purchaser shall promptly provide or cause request that the Title Company to provide Seller make copies of the Title Commitment Commitment, and copies of all documents and instruments referred to as underlying recorded exceptions to title referenced in the Title Commitment, available to Seller on the Title Company’s website. Notwithstanding the foregoingIn addition, Purchaser may elect to the extent that the applicable laws obtain an ALTA as-built survey of the state in which Land and the Property is situated require such Property to be insured under a particular form of policy, then the Title Company shall issue the title commitment for such Property in accordance with applicable law and utilizing any state mandated title forms. Each Title Commitment shall be in an amount equal to the Purchase Price. Purchaser shall have until the date three (3) business days prior to the Approval Date to provide written notice to Seller of any matters shown by the Title Commitment or Survey which are not satisfactory to Purchaser (the “Title Notice”). Seller shall have two (2) business days to elect to cure or not to cure any title objections to the satisfaction of the Purchaser. If Seller elects not to cure such objections, Purchaser may terminate this Agreement in its sole discretion and the Title Company shall refund the Deposit to Purchaser. If the Seller elects to cure such title objections to the satisfaction of the Purchaser, then the parties shall then have until the Approval Date specified in Section 3.6 to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser’s objection(s); provided, however, except as otherwise 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 or survey objections, and Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in response to a Title Notice. Notwithstanding the foregoing, all exceptions to title shown on the Title Commitment or otherwise arising prior to the Closing which evidence (i) mortgages or deeds of trust encumbering Seller’s fee interest in the Property; (ii) judgment liens evidencing non-appealable judgments rendered against Seller and encumbering Seller’s fee interest in the Property; or (iii) mechanic’s or materialmen’s liens encumbering Seller’s fee interest in the Property and arising from any work performed or materials furnished for or on behalf of Seller (items i, ii, and iii above collectively referred to as “Lien ExceptionsSurvey”), shallwhich Survey, in each instance, be deemed objected to without any notice if obtained by Purchaser and cured by Seller (which, in the case of a mechanic’s or materialmen’s lien shall include, at Seller’s option, bonding around or insuring-over the mechanic’s or materialmen’s lien) at or prior to Closing. Except as otherwise provided with respect to Lien Exceptions, Purchaser’s sole right with respect to the Title Commitment or Survey to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.6 hereof. All matters shown on the Title Commitment and/or Survey with respect to which Purchaser fails to give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be approved by Purchaser and “Permitted Encumbrances” as provided in Section 3.4 hereof, subject, however, to Purchaser’s termination right provided in Section 3.6 hereof. Purchaser shall have the right to cause a new survey of the Property to be prepared and certified to Purchaser, Seller and the Title Company prior Company. If the Survey is obtained by Purchaser, Purchaser shall promptly deliver a copy of the Survey to Seller. Purchaser shall have until September 19, 2006 to give written notice (the “Title Notice”) to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment (or in the Survey if obtained by Purchaser) or otherwise in Purchaser’s examination of title. Seller shall have the right, but not the obligation (except as to Monetary Objections affecting the Property), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within three (3) Business Days after receipt of Purchaser’s Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. If Seller fails to give written notice of election within such three (3) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or more reasonable adjournments of the Closing of up to but not beyond the tenth (10th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Objections affecting the Property, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections affecting the Property, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to PURCHASE AND SALE AGREEMENT 00 XXXXX XXXXXXXX XXXXXXX, XXXXXXX cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) to accept title to the Approval Date Property subject to such exceptions as if Purchaser had not objected thereto and without reduction of the Purchase Price, or (an “Updated Survey”)ii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, whereupon Escrow Agent shall return the Xxxxxxx Money to Purchaser. IfNotwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to cure or satisfy all Monetary Objections affecting the Property at or prior to Closing, the Updated Survey reflects, Seller discloses to Purchaser or Purchaser discovers pursuant to an updated title commitment (an “Updated Title Commitment”) or otherwise discovers that title to the Property is subject to defects, limitations or encumbrances other than (i) the Permitted Encumbrances; or (ii) any matter caused by Purchaser or any person or entity claiming by, through or under Purchaser; then Purchaser shall promptly give Seller written notice of its objection thereto. Such written notice shall additionally 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, and Seller may elect to postpone use the proceeds of the Purchase Price at Closing for thirty (30) days and attempt to cure such objection. If Purchaser fails to waive any such objection within ten (10) days after notice from Seller that Seller is unable to or elects not cure the objection, this Agreement will terminate automatically and the Title Company 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 surviving obligations of Purchaser and Seller set forth in this Agreement. For the purposes of this Agreement, any title defect, limitation or encumbrance, other than those enumerated in (i) – (ii) above, shall be deemed cured if the Title Company or another title company reasonably acceptable to Purchaser and authorized to do business in the State in which the Property is located will agree to issue a standard ALTA form of 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 for an additional premium if Seller agrees to pay such additional premium upon Closingpurpose.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund I)
Title and Survey. Seller has delivered to Purchaser copies of the existing survey of the Land and Improvements in Seller’s possession or control (the “"Survey”"). Within ten (10) business days following the Effective Date, Purchaser shall obtain has obtained with respect to the Property a current (meaning bearing an issue date not earlier than thirty (30) days prior to the Effective Date) title commitment for the issuance of a standard ALTA Owner’s Title Insurance Policy with respect to Seller’s 's interest in the Land, appurtenances and Improvements (the “"Title Commitment”"), and Purchaser shall promptly provide has provided or cause caused the Title Company to provide Seller copies of the Title Commitment and copies of all documents and instruments referred to as exceptions to title in the Title Commitment. Notwithstanding the foregoing, to the extent that the applicable laws of the state in which the Property is situated require such Property to be insured under a particular form of policy, then the Title Company shall issue the title commitment for such Property in accordance with applicable law and utilizing any state mandated title forms. Each The Title Commitment shall be is in an amount equal to the Purchase Price. Purchaser shall have until the date three (3) business days prior to the Approval Date to provide has provided written notice dated July 23, 2013 to Seller of any matters shown by the Title Commitment or Survey which are not satisfactory to Purchaser (the “"Title Notice”"). Seller shall have two (2) business days until the Closing Date to elect to cure or not to cure any title objections to the satisfaction of the Purchaser. If Seller elects not to cure such objections, Purchaser may terminate this Agreement in its sole discretion and the Title Company shall refund the Deposit to Purchaser. If the Seller elects to cure such title objections to the satisfaction of the Purchaser, then the parties shall then have until the Approval Closing Date specified in Section 3.6 to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser’s 's objection(s); provided, however, except as otherwise 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 or survey objections, and Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in response to a Title Notice. Notwithstanding the foregoing, all exceptions to title shown on the Title Commitment or otherwise arising prior to the Closing which evidence (i) mortgages or deeds of trust encumbering Seller’s fee interest in the Property; (ii) judgment liens evidencing non-appealable judgments rendered against Seller and encumbering Seller’s fee interest in the Property; or (iii) mechanic’s or materialmen’s liens encumbering Seller’s fee interest in the Property and arising from any work performed or materials furnished for or on behalf of Seller (items i, ii, and iii above collectively referred to as “Lien Exceptions”), shall, in each instance, be deemed objected to without any notice by Purchaser and cured by Seller (which, in the case of a mechanic’s or materialmen’s lien shall include, at Seller’s option, bonding around or insuring-over the mechanic’s or materialmen’s lien) at or prior to Closing. Except as otherwise provided with respect to Lien Exceptions, Purchaser’s sole right with respect to the Title Commitment or Survey to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.6 hereof. All matters shown on the Title Commitment and/or Survey with respect to which Purchaser fails to give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be approved by Purchaser and “Permitted Encumbrances” as provided in Section 3.4 hereof, subject, however, to Purchaser’s termination right provided in Section 3.6 hereof. Purchaser shall have the right to cause a new survey of the Property to be prepared and certified to Purchaser, Seller and the Title Company prior to the Approval Date (an “Updated Survey”). If, prior to Closing, the Updated Survey reflects, Seller discloses to Purchaser or Purchaser discovers pursuant to an updated title commitment (an “Updated Title Commitment”) or otherwise discovers that title to the Property is subject to defects, limitations or encumbrances other than (i) the Permitted Encumbrances; or (ii) any matter caused by Purchaser or any person or entity claiming by, through or under Purchaser; then Purchaser shall promptly give Seller written notice of its objection thereto. Such written notice shall additionally 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. If Purchaser fails to waive any such objection within ten (10) days after notice from Seller that Seller is unable to or elects not cure the objection, this Agreement will terminate automatically and the Title Company 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 surviving obligations of Purchaser and Seller set forth in this Agreement. For the purposes of this Agreement, any title defect, limitation or encumbrance, other than those enumerated in (i) – (ii) above, shall be deemed cured if the Title Company or another title company reasonably acceptable to Purchaser and authorized to do business in the State in which the Property is located will agree to issue a standard ALTA form of 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 for an additional premium if Seller agrees to pay such additional premium upon Closing.or
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cole Corporate Income Trust, Inc.)
Title and Survey. Prior to execution of this Agreement, Seller has delivered to Purchaser copies of ordered from the existing survey of the Land and Improvements in Seller’s possession or control (the “Survey”). Within ten (10) business days following the Effective Date, Purchaser shall obtain Title Company a preliminary title commitment with respect to the Property a current (meaning bearing an issue date not earlier than thirty (30) days prior to the Effective Date) title commitment for the issuance issued in favor of a standard ALTA Owner’s Title Insurance Policy with respect to Seller’s interest in the Land, appurtenances and Improvements Purchaser (the “Title Commitment”), and Purchaser shall promptly provide or cause . Seller has directed the Title Company to provide Seller copies make a copy of the Title Commitment Commitment, and copies of all documents and instruments referred to as underlying recorded exceptions to title referenced in the Title Commitment, available to Purchaser on the Title Company’s website. Notwithstanding At any time following the foregoing, to the extent that the applicable laws execution and delivery of the state in which Right of Entry Agreement, Purchaser may arrange, at its expense, for the Property is situated require preparation of one or more updates of the Existing Survey (each and together, the “Survey”). Purchaser shall make copies of any such Property Survey available to be insured under a particular form of policy, then the Title Company shall issue the title commitment for such Property in accordance with applicable law and utilizing any state mandated title forms. Each Title Commitment shall be in an amount equal Seller prior to the Purchase PriceClosing. Purchaser shall have until the date three earlier of five (35) business days prior following Seller’s receipt of the Survey or November 17, 2005, to the Approval Date to provide give written notice to Seller of any matters shown by the Title Commitment or Survey which are not satisfactory to Purchaser (the “Title Notice”)) to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or in any Survey or otherwise in Purchaser’s examination of title. Seller shall have two the right, but not the obligation (2except as to Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within five (5) business days Business Days after receipt of Purchaser’s Title Notice, Seller shall give written notice to elect Purchaser informing the Purchaser of Seller’s election with respect to such objections. If Seller fails to give written notice of election within such five (5) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or more reasonable adjournments of the Closing of up to but not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Objections, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not to cure any exceptions to title objections to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) to accept title to the satisfaction Property subject to such exceptions as if Purchaser had not objected thereto and without reduction of the Purchaser. If Seller elects not PURCHASE AND SALE AGREEMENT CH2M HILL GAINESVILLE, FLORIDA 11 Purchase Price, or (ii) to cure such objections, Purchaser may terminate this Agreement in its sole discretion and within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, whereupon Escrow Agent shall return the Title Company shall refund the Deposit Xxxxxxx Money to Purchaser. If the Seller elects to cure such title objections Notwithstanding anything to the satisfaction of the Purchaser, then the parties shall then have until the Approval Date specified contrary contained elsewhere in Section 3.6 to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser’s objection(s); provided, however, except as otherwise provided hereinthis Agreement, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise be obligated to cure or agree to cure any title or survey objections, and Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in response to a Title Notice. Notwithstanding the foregoing, satisfy all exceptions to title shown on the Title Commitment or otherwise arising prior to the Closing which evidence (i) mortgages or deeds of trust encumbering Seller’s fee interest in the Property; (ii) judgment liens evidencing non-appealable judgments rendered against Seller and encumbering Seller’s fee interest in the Property; or (iii) mechanic’s or materialmen’s liens encumbering Seller’s fee interest in the Property and arising from any work performed or materials furnished for or on behalf of Seller (items i, ii, and iii above collectively referred to as “Lien Exceptions”), shall, in each instance, be deemed objected to without any notice by Purchaser and cured by Seller (which, in the case of a mechanic’s or materialmen’s lien shall include, at Seller’s option, bonding around or insuring-over the mechanic’s or materialmen’s lien) Monetary Objections at or prior to Closing. Except as otherwise provided with respect to Lien Exceptions, Purchaser’s sole right with respect to and Seller may use the Title Commitment or Survey to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.6 hereof. All matters shown on the Title Commitment and/or Survey with respect to which Purchaser fails to give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be approved by Purchaser and “Permitted Encumbrances” as provided in Section 3.4 hereof, subject, however, to Purchaser’s termination right provided in Section 3.6 hereof. Purchaser shall have the right to cause a new survey proceeds of the Property to be prepared and certified to Purchaser, Seller and the Title Company prior to the Approval Date (an “Updated Survey”). If, prior to Closing, the Updated Survey reflects, Seller discloses to Purchaser or Purchaser discovers pursuant to an updated title commitment (an “Updated Title Commitment”) or otherwise discovers that title to the Property is subject to defects, limitations or encumbrances other than (i) the Permitted Encumbrances; or (ii) any matter caused by Purchaser or any person or entity claiming by, through or under Purchaser; then Purchaser shall promptly give Seller written notice of its objection thereto. Such written notice shall additionally 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 Purchase Price at Closing for thirty (30) days and attempt to cure such objection. If Purchaser fails to waive any such objection within ten (10) days after notice from Seller that Seller is unable to or elects not cure the objection, this Agreement will terminate automatically and the Title Company 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 surviving obligations of Purchaser and Seller set forth in this Agreement. For the purposes of this Agreement, any title defect, limitation or encumbrance, other than those enumerated in (i) – (ii) above, shall be deemed cured if the Title Company or another title company reasonably acceptable to Purchaser and authorized to do business in the State in which the Property is located will agree to issue a standard ALTA form of 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 for an additional premium if Seller agrees to pay such additional premium upon Closingpurpose.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Vii L P)
Title and Survey. Seller has delivered to Purchaser copies of the existing survey of the Land and Improvements in Seller’s possession or control (the “Survey”). A. Within ten (10) business days following the Effective Dateits Inspection Period, Purchaser shall obtain with respect procure at Purchaser's expense, and deliver or cause to be delivered to Seller a copy of a commitment covering the Property a current (meaning bearing an issue date not earlier than thirty (30) days prior to issued by the Effective Date) title commitment for the issuance of a standard ALTA Owner’s Title Insurance Policy with respect to Seller’s interest in the LandCompany, appurtenances and Improvements (the “Title Commitment”), and Purchaser shall promptly provide or cause binding the Title Company to provide Seller copies issue its standard form owner's policy of title insurance to Purchaser in the amount of the Title Commitment and purchase price, together with certified copies of all documents and instruments referred to as exceptions to title in the Title Commitment. Notwithstanding the foregoing, to the extent that the applicable laws of the state in which the Property is situated require such Property to be insured under a particular form of policy, then the Title Company shall issue the title commitment for such Property in accordance with applicable law and utilizing any state mandated title forms. Each Title Commitment shall be in an amount equal to the Purchase Pricecoverage listed therein. Purchaser shall have until the date three (3) business days prior expiration of its Inspection Period to notify Seller in writing of any defects in or encumbrances upon Seller's title to the Approval Date Property (other than the Permitted Exceptions). Any matters not so timely objected to provide written notice to Seller of any matters shown by the Title Commitment or Survey which are not satisfactory to Purchaser (the “Title Notice”)shall become Permitted Exceptions. Seller shall have two until five (25) business days prior to elect Closing to cure the objections (or not to cure any title objections to the satisfaction of the Purchaser. If Seller elects not to cure such objections, Purchaser may terminate this Agreement in its sole discretion and the Title Company shall refund the Deposit to Purchaser. If the Seller elects to cure such title objections to the satisfaction of the Purchaser, then the parties shall then have until the Approval Date specified in Section 3.6 to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser’s objection(sso cure at Closing); provided, howeverincluding any survey objections made pursuant to Paragraph 8(B) below, except as otherwise provided herein, Seller but shall have no obligation whatsoever to expend or do so. Unless the parties agree in writing to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title or survey objections, and Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in response to a Title Notice. Notwithstanding the foregoing, all exceptions to title shown on the Title Commitment or otherwise arising prior to extend the Closing which evidence date, if any objections are not cured by the scheduled date of Closing, Purchaser may, as its sole and exclusive remedies, either (i) mortgages or deeds of trust encumbering Seller’s fee interest in the Property; (ii) judgment liens evidencing non-appealable judgments rendered against Seller and encumbering Seller’s fee interest in the Property; or (iii) mechanic’s or materialmen’s liens encumbering Seller’s fee interest in the Property and arising from any work performed or materials furnished for or on behalf of Seller (items i, ii, and iii above collectively referred to as “Lien Exceptions”), shall, in each instance, be deemed objected to without any notice by Purchaser and cured by Seller (which, in the case of a mechanic’s or materialmen’s lien shall include, at Seller’s option, bonding around or insuring-over the mechanic’s or materialmen’s lien) at or prior to Closing. Except as otherwise provided with respect to Lien Exceptions, Purchaser’s sole right with respect to the Title Commitment or Survey to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.6 hereof. All matters shown on the Title Commitment and/or Survey with respect to which Purchaser fails to give Contract and receive a Title Notice on or before the last date for so doing, or with respect to which a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be approved by Purchaser and “Permitted Encumbrances” as provided in Section 3.4 hereof, subject, however, to Purchaser’s termination right provided in Section 3.6 hereof. Purchaser shall have the right to cause a new survey refund of the Property to be prepared and certified to PurchaserDeposit, Seller and the Title Company prior to the Approval Date (an “Updated Survey”). If, prior to Closing, the Updated Survey reflects, Seller discloses to Purchaser or Purchaser discovers pursuant to an updated title commitment (an “Updated Title Commitment”) or otherwise discovers that title to the Property is subject to defects, limitations or encumbrances other than (i) the Permitted Encumbrances; or (ii) any matter caused by Purchaser or any person or entity claiming by, through or under Purchaser; then Purchaser shall promptly give Seller written notice of its objection thereto. Such written notice shall additionally 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. If Purchaser fails to waive any such objection within ten (10) days after notice from Seller that Seller is unable to or elects not cure the objection, this Agreement will terminate automatically and the Title Company to return the Deposit to Purchaser, provided that Purchaser and Seller shall not be in default hereunder, and whereupon neither party shall have any liability to the other except for the surviving obligations of Purchaser and Seller set forth in this Agreement. For the purposes of this Agreementfurther obligation hereunder, any title defect, limitation or encumbrance, other than those enumerated in (i) – (ii) abovewaive such defects and take the title as it then is upon giving to Seller written notice of such election no later than three (3) days prior to Closing and tendering performance on its part. In the absence of such notice, Purchaser shall be deemed cured if the Title Company or another title company reasonably acceptable to Purchaser and authorized have elected to do business in the State in which the Property is located will agree to issue a standard ALTA form of 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 for an additional premium if Seller agrees to pay such additional premium upon Closingterminate this Contract.
Appears in 1 contract
Samples: Real Estate Sale and Purchase Contract (Brandywine Realty Trust)
Title and Survey. Promptly upon execution of this Agreement, (a) Seller has delivered shall provide, or cause to be provided, Purchaser copies with a copy of the existing most recent owner's title insurance policy or title commitment issued in connection with the Real Property (and Purchaser acknowledges receipt of Seller's title policy for the Real Property); and (b) Purchaser shall order a title commitment or pro forma title policy (the "Title Commitment") and ALTA survey of the Land and Improvements in Seller’s possession or control Real Property (the “"Survey”"). Within ten (10) business days following the Effective Date, Purchaser shall obtain with respect to the Property a current (meaning bearing an issue date not earlier than thirty (30) days prior to the Effective Date) title commitment for the issuance of a standard ALTA Owner’s Title Insurance Policy with respect to Seller’s interest in the Land, appurtenances and Improvements (the “Title Commitment”), and Purchaser shall promptly provide or cause the Title Company to provide Seller copies of the Title Commitment and copies of all documents and instruments referred to as exceptions to title in the Title Commitment. Notwithstanding the foregoing, to the extent that the applicable laws of the state in which the Property is situated require such Property to be insured under a particular form of policy, then the Title Company shall issue the title commitment for such Property in accordance with applicable law and utilizing any state mandated title forms. Each Title Commitment shall be in an amount equal to the Purchase Price. Purchaser shall have until the date three (3) business days prior Study Period Notice Deadline to the Approval Date to provide give Seller a written notice that sets forth any objections that Purchaser has to Seller of any title or survey matters shown by affecting the Property and disclosed on the Title Commitment or the Survey which are not satisfactory to Purchaser (the “"Purchaser Title Notice”Objections"). Seller shall have two (2) business days to elect use reasonable efforts to cure or not the Purchaser Title Objections before the Closing Date. If, despite such reasonable efforts, Seller is unable to cure any title objections to the satisfaction of Purchaser Title Objections by the Purchaser. If Seller elects not to cure such objectionsClosing Date, Purchaser may terminate this Agreement shall have the option (in its sole discretion and discretion) of either (y) accepting the Title Company shall refund title as it then is or (z) terminating this Agreement, in which event the Deposit shall immediately be returned to Purchaser. If the Seller elects to cure such title objections to the satisfaction of the Purchaser, then the parties this Agreement shall then have until the Approval Date specified in Section 3.6 to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser’s objection(s); provided, however, except as otherwise provided herein, terminate and Purchaser and Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any further obligations or otherwise liabilities hereunder other than Purchaser's obligations under Section 5.1(b)(iv), Section 5.2 and Section 5.3. Notwithstanding anything in this Agreement to cure or agree to cure any title or survey objectionsthe contrary, and all Voluntary Liens will be satisfied by Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Closing Date and which recites that it is in response or, if not so satisfied, shall be satisfied at Closing out of the proceeds otherwise payable to a Title Notice. Notwithstanding the foregoing, all exceptions to title shown on the Title Commitment or otherwise arising prior to the Closing which evidence (i) mortgages or deeds of trust encumbering Seller’s fee interest in the Property; (ii) judgment liens evidencing non-appealable judgments rendered against Seller and encumbering Seller’s fee interest in the Property; or (iii) mechanic’s or materialmen’s liens encumbering Seller’s fee interest in the Property and arising from any work performed or materials furnished for or on behalf of Seller (items i, ii, and iii above collectively referred Purchaser shall have no obligation to as “Lien Exceptions”), shall, in each instance, be deemed objected to without give Seller any notice by Purchaser and cured by Seller (which, in the case of a mechanic’s or materialmen’s lien shall include, at Seller’s option, bonding around or insuring-over the mechanic’s or materialmen’s lien) at or prior to Closing. Except as otherwise provided objection with respect to Lien Exceptions, Purchaser’s sole right with respect to the Title Commitment or Survey to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.6 hereof. All matters shown on the Title Commitment and/or Survey with respect to which Purchaser fails to give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be approved by Purchaser and “Permitted Encumbrances” as provided in Section 3.4 hereof, subject, however, to Purchaser’s termination right provided in Section 3.6 hereof. Purchaser shall have the right to cause a new survey of the Property to be prepared and certified to Purchaser, Seller and the Title Company prior to the Approval Date (an “Updated Survey”). If, prior to Closing, the Updated Survey reflects, Seller discloses to Purchaser or Purchaser discovers pursuant to an updated title commitment (an “Updated Title Commitment”) or otherwise discovers that title to the Property is subject to defects, limitations or encumbrances other than (i) the Permitted Encumbrances; or (ii) any matter caused by Purchaser or any person or entity claiming by, through or under Purchaser; then Purchaser shall promptly give Seller written notice of its objection thereto. Such written notice shall additionally 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. If Purchaser fails to waive any such objection within ten (10) days after notice from Seller that Seller is unable to or elects not cure the objection, this Agreement will terminate automatically and the Title Company 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 surviving obligations of Purchaser and Seller set forth in this Agreement. For the purposes of this Agreement, any title defect, limitation or encumbrance, other than those enumerated in (i) – (ii) above, shall be deemed cured if the Title Company or another title company reasonably acceptable to Purchaser and authorized to do business in the State in which the Property is located will agree to issue a standard ALTA form of 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 for an additional premium if Seller agrees to pay such additional premium upon ClosingVoluntary Liens.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Gsi Group Inc)
