Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection. (b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions. (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed. (d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. (e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 8 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12July 25, 20142013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28August 8, 2014 2013 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 8 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have Within five (5) Business Days after he the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or she receives referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such exception unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“New Objection DateSeller’s Cure Period”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of is unable or unwilling to eliminate or modify such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the unacceptable exceptions to title set forth on any updates or conditions to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment satisfaction of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a TenantPurchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five within ten (510) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out days following delivery of the Real Property, and a credit is given No Cure Notice to Purchaser for the recording charges for a satisfaction or discharge of to elect to either (1) waive such lien.
(e) No franchiseObjections, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.or
Appears in 3 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issueddated April 9, 2002 issued by the Title Company under Commitment No. 673945-F (the “Title Commitment”"TITLE COMMITMENT"). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 Purchaser shall have until the expiration of the Evaluation Period (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i"ORIGINAL OBJECTION DATE") any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive send written notice to Seller of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed its objections to have accepted or waived such exceptions to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) Existing Survey that Purchaser deems unacceptable and shall be deemed to have waived its right to object to any Survey Objection.
until the date (bthe "NEW OBJECTION DATE") After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have that is five (5) Business Days after he receipt by Purchaser's counsel of any update to the Title Commitment or she receives notice of such exception (the “New Objection Date”) any Updated Survey (or as promptly as possible prior to the Closing if such notice is with respect to updates received with less than five (5) Business Days prior to the Closing), ) to provide Seller with send written notice to Seller of Purchaser's objections to any new exceptions to title to the Real Property raised thereby, provided that Purchaser may object to matters shown on an Updated Survey only if such exception constitutes a Title Objectionmatters were not shown on the Existing Survey. In Purchaser's objections made in accordance with the event Seller does not receive notice of such Title Objection by the New Objection Date, preceding sentence are referred to herein as "TITLE OBJECTIONS" or "SURVEY OBJECTIONS," as applicable. Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment (as updated) and the matters shown on the Existing Survey and Updated Survey as permitted exceptions (together with any Title Objections and Survey Objections ultimately waived by Purchaser or cured by Seller, the "PERMITTED EXCEPTIONS") unless such matters are objected to by Purchaser in writing by the Original Objection Date or the New Objection Date, as applicable. Seller shall cause the Title Company to furnish to Purchaser a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner's policy of title insurance (the "TITLE POLICY") in the amount of the Purchase Price on the then standard TLTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the Permitted ExceptionsExceptions including, without limitation, the standard or general exceptions. The basic premium for the Title Policy shall be at Seller's expense, and Purchaser may request additional coverage under the Title Policy or endorsements or deletions thereto (including, without limitation, the modification or deletion of the survey exception), which shall be, in each case, at Purchaser's expense.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be financing statements evidencing security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property or fixtures covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is or fixtures are the property of a Tenant, and Seller executes and delivers an affidavit Purchaser fails to object to such effectsecurity interest prior to the expiration of the Evaluation Period, or (iii) the security interest financing statement was filed more than five (5) year years prior to the Closing Date and was not renewed.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real PropertyProperty and Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax (other than ad valorem taxes) open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 3 contracts
Sources: Sale Agreement (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P), Sale Agreement (Mack Cali Realty L P)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the Lawyer's Title Company Insurance Corporation under Commitment No. NYN-02-001837 (the “"Title Commitment”"). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive will deliver written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted on or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title prior to the Real Propertyexpiration of the Evaluation Period. In addition, Purchaser’s counsel Purchaser shall have five (5) Business Days after he or she Purchaser's counsel receives notice of such any new objection or exception (to the “New Objection Date”) (or as promptly as possible title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing Closing, Purchaser shall provide Seller with written notice of such new objection if such Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice is received of any Title Objections with less than five (5) Business Days prior to the Closing)Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to provide have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with written notice if such exception constitutes a Title Objectionrespect to Seller's right to cure same. In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Dateapplicable objection date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, all matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, the "Permitted Exceptions") are conclusively deemed to be acceptable to Purchaser.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title ObjectionObjection (and the Title Company shall affirmatively insure same). If on the Closing Date there shall be security interests filed against the Real PropertyProperty which relate to personal property, such items shall not be Title Objections if (A) (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five has expired under applicable law, and (5B) year prior to the Closing Date and was not renewedTitle Company shall affirmatively insure over the same.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real Propertyin a manner reasonably satisfactory to Purchaser, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements, in a manner reasonably satisfactory to Purchaser, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsObjections if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements in a manner reasonably satisfactory to Purchaser.
Appears in 2 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Commitment. (a) Purchaser has ordered Within 10 days of the Effective Date, Seller will cause to be delivered to Buyer a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller ) from the Title Commitment, together with legible Company committing to issue to Buyer a standard coverage owners policy of title insurance in the amount of the Purchase Price and copies of all documents listed on Schedule B to the title Title Commitment as exceptions listed thereonto coverage. On or before March 28, 2014 Buyer will have 20 days from receipt of the Title Commitment (the “Title Objection DateReview Period”), Purchaser shall ) to notify Seller in writing, if there are (i) writing of any monetary liens or other title exceptions that Purchaser objects to objections (“Title Objections”) or (ii) any Survey Objectionto title as revealed in the Title Commitment, which writing will set forth the specific basis for Buyer’s objection(s). In the event If ▇▇▇▇▇ fails to notify Seller does not receive written notice of any Title Objections or Survey Objection by prior to the expiration of the Title Objection Date, TIME BEING OF THE ESSENCEReview Period, then Purchaser ▇▇▇▇▇ will be deemed to be satisfied with the condition of title and to have waived all Title Objections. If Buyer does deliver written notice of its Title Objections within the Title Review Period, Buyer will be deemed to have accepted or waived such exceptions any objections to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted or waived and not objected to in Buyer’s notice of Title Objections. As to those Title Objections raised by Purchaser▇▇▇▇▇ during the Title Review Period, Seller will work with the Title Company to resolve, if reasonably possible, the objections. If Seller notifies Buyer that Seller is unable to cure or obtain insurance over the Title Objections prior to the Closing, Buyer will, at Buyer’s sole option: (a) notify Seller in writing that Buyer elects to terminate this Agreement, in which event this Agreement will terminate and the ▇▇▇▇▇▇▇ Money Deposit will be returned to Buyer and neither Party will have any further rights, liabilities or other obligations under this Agreement, except with respect to those matters intended to survive termination; or (b) waive the Title Objections and proceed to Closing. After the expiration of the Title Review Period and so long as Buyer has not terminated this Agreement, the remaining title exceptions will be deemed “Permitted Exceptions”) and shall . Notwithstanding the foregoing, Seller will cause to be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to removed from title to the Real PropertyProperty any recorded deeds of trust, Purchasermechanics’ or materialmen’s counsel shall have five (5) Business Days after he liens, delinquent tax liens or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptionsjudgment liens.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Real Property Purchase and Sale Agreement, Real Property Purchase and Sale Agreement
Title Commitment. (a) Within twenty (20) days after the Effective Date, Seller, will deliver or cause to be delivered to Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by current Title Commitment from the Title Company (for the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller issuance of the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects Policy to (“Title Objections”) or (ii) any Survey ObjectionPurchaser. In the event Buyer either pays all cash for the Unit or obtains financing from a lender listed on Seller’s preferred lender list, then Seller will pay the premium for the Title Policy. In the event Buyer does not receive written notice of any Title Objections or Survey Objection by pay all cash for the Unit and obtains financing from a lender that is not listed on Seller’s preferred lender list, then Buyer will pay the premium for the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey ObjectionPolicy.
(b) After Purchaser shall have a period of ten (10) days from receipt of the Title Objection Date, if Commitment in which to review the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception Commitment (the “New Objection DateTitle Review Period”) (and to deliver to Seller in writing such objections as Purchaser may have to anything contained or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to in the Title Commitment other than the Permitted Exceptions. All items to which Purchaser does not object within the Title Review Period shall be deemed included as a part of the Permitted Exceptions.
(c) All taxesAs to items to which Purchaser makes timely objection, water rates or chargesSeller shall have a reasonable period of time after receipt of Purchaser’s objections within which Seller may attempt to cure such objections specified as aforesaid by Purchaser, sewer rents provided, however, Seller shall be under no obligation to incur any costs whatsoever in connection with such cure.
(d) In the event Seller has not yet satisfied each and assessmentsevery of Purchaser’s stated title objections within thirty (30) days following the date of Purchaser’s provision of such objections, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and Seller shall notify Purchaser in writing (“Seller’s Notice”) of any of Purchaser’s title objections which Seller is obligated unable to, or elects not to, satisfy. Within three (3) business days following Seller’s Notice, Purchaser shall elect to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if either (i) the personal property covered by such security interests are no longer in or on the Real Propertyterminate this Contract, which shall constitute a Permitted Termination, or (ii) waive those title objections specified in the Seller’s Notice which Seller has not satisfied and proceed to Closing whereupon such personal property is waived title matters shall also be deemed “Permitted Exceptions.” In the property of a Tenantevent Purchaser fails to elect (i) or (ii) within such three (3) business days period, then, and Seller executes and delivers an affidavit to in such effectevent, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property Purchaser shall be affected by any lien which, pursuant deemed to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienhave elected (ii).
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Condominium Purchase Contract, Condominium Purchase Contract
Title Commitment. Seller shall, not later than ten (a10) Purchaser has ordered days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by Buyer and reimbursed by Seller at Closing, issued through a title insurance commitment company acceptable to Buyer and authorized to issue title insurance in Kansas located (the "Title Company"), together with respect complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to the Real Property issued, by title in the Title Company Commitment. Buyer shall have until ten (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller 10) days after receipt of the Title Commitment, together with legible copies of Exception Documents, and the title exceptions listed thereon. On or before March 28, 2014 Survey (the “Title Objection Date”), Purchaser shall "Review Period") in which to notify Seller in writingwriting of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and to which Buyer does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). Within fifteen (15) days after receipt of Buyer's objections, if there are (the "Cure Period") Seller shall either: (i) any monetary liens or other title exceptions cure all such matters objected to by Buyer and notify Buyer in writing that Purchaser objects to (“Title Objections”) the same have been cured; or (ii) any Survey Objectionprovide such evidence as is reasonably satisfactory to Buyer and the Title Company that all such matters will be cured on or before the Closing in order that the Title Company may, as of the Closing, issue the Owner's Policy subject only to the Permitted Exceptions; or (iii) notify Buyer in writing that Seller elects not to cure one or more of the matters objected to by Buyer. In the event Seller does elects not receive to cure Buyer's title objections and notifies Buyer that the same have been cured or provide evidence reasonably satisfactory to Buyer and the Title Company that Buyer's title objections will be cured on or before the Closing, then Buyer shall have the right to terminate this Contract by giving Seller written notice of termination at any Title Objections or Survey Objection by time after expiration of the Title Objection DateCure Period and prior to the Closing. In the event Buyer terminates this Contract in accordance with this paragraph 7, TIME BEING OF THE ESSENCE, then Purchaser the ▇▇▇▇▇▇▇ Money will be deemed returned to have accepted or waived such exceptions to title Buyer and the parties shall be relieved of their respective rights and obligations set forth on in this Contract. In the Title Commitment as permitted exceptions event Buyer does not terminate this Contract during said ten (as accepted or waived by Purchaser10) day period, the “Permitted Exceptions”) and Buyer shall be deemed to have waived elected to waive its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title objections and accept title subject to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to matter reflected in the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied cured by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Real Estate Sale Contract, Real Estate Sale Contract
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of those certain title insurance commitment with respect to the Real Property issued, commitments issued by the Title Company under Commitment No. 0116591DT for the Monticello Property; Commitment No. 0116648DT for the Metroport Property; Commitment No. 274142CDM for the Landmark Property and Commitment No. 0116592DT for the Republic Property (collectively, the “Title Commitment”"TITLE COMMITMENT"). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 By the third (3rd) Business Day after the Effective Date (the “Title Objection Date”"OBJECTION DATE"), Purchaser shall notify provide Seller with written notice of its objection to any matters shown on the Title Commitment or any Existing Survey or Updated Survey if Purchaser deems same unacceptable. Purchaser's objections made in writing, if there accordance with the preceding sentence are (i) any monetary liens referred to herein as "TITLE OBJECTIONS" or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection"SURVEY OBJECTIONS," as applicable. In the event Seller does not receive written notice of any the Title Objections or and Survey Objection Objections by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment and the matters shown on each Existing Survey and Updated Survey as permitted exceptions (together with any Title Objections and Survey Objections ultimately waived by Purchaser or cured by Seller, the "PERMITTED EXCEPTIONS"). Seller shall cause the Title Company to furnish to Purchaser a preliminary title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, at Seller's sole cost and expense, an owner's policy of title insurance (the "TITLE POLICY") in the amount of the Purchase Price on the then standard TLTA owner's form insuring Purchaser's fee simple indefeasible title to the Real Property, subject only to the terms of such policy and the Permitted ExceptionsExceptions (including, without limitation, the standard or general exceptions). Seller and Purchaser agree that the Closing shall be conducted by and through the Escrow Agent.
(cb) All ad valorem taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge Property, will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be financing statements evidencing security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are is no longer in or on the Real PropertyProperty and Seller signs an affidavit to that effect, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or (iii) the security interest financing statement was filed more than five (5) year years prior to the Closing Date and was not renewed.
(dc) If on the Closing Date the Real Property shall be affected by any monetary lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided that (i) the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real PropertyProperty and Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienlien that is recorded promptly after Closing, or (ii) Seller discharges such lien by filing a bond and notices relating thereto in accordance with Texas Property Code Section 53.171 et seq. and the Title Company omits such lien as an exception from the Title Commitment.
(ed) No franchise, transfer, inheritance, income, corporate or other tax (other than ad valorem taxes) open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Commitment. (a) Purchaser has ordered During the Feasibility Period, Buyer may, at Buyer’s expense, obtain a title insurance commitment for issuance of an ALTA Form B Owner’s Policy of Title Insurance with respect to the Real Property issued, by the Title Company extended coverage (the “Title Commitment”)) showing all endorsements thereto which Buyer may require. On or before March 12, 2014, Purchaser shall provide to Seller In the event that the Title CommitmentCommitment discloses defects of title or other matters unsatisfactory to Buyer, together with legible copies Buyer may, in Buyer’s sole and absolute discretion, notify Seller during the Feasibility Period of such title defects or other matters to which Buyer objects. If Buyer fails to make an objection as provided herein or if Buyer makes an objection but fails to terminate this Agreement within ten (10) calendar days after receipt of written notice from Seller that Seller is unable or unwilling to cure any such objections (which written notice Seller must provide within ten (10) calendar days of receipt of Buyer's written notification of objections/title defects or Seller shall be deemed to have elected not to cure such objections), title to the Property as disclosed in the Title Commitment shall be deemed to be acceptable, and any objection thereto shall be deemed to have been waived for all purposes. If, between the expiration of the Feasibility Period and Closing, title exceptions listed thereon. On becomes unmarketable or before March 28subject to encumbrances which substantially impair the intended use of the Property, 2014 (the “Title Objection Date”), Purchaser shall Buyer will notify Seller in writing, detailing such objection, and if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive elect to or is unable to cure or reasonably mitigate such objection within ten (10) calendar days after Seller's receipt of Buyer's written notice, then Buyer may elect to either accept title to the Property subject to such objection (in addition to all other matters which Buyer has approved or is deemed to have approved as set forth above) or terminate this Agreement by delivering written notice to Seller within ten (10) calendar days following the end of Seller's cure period, in which event the Deposit shall be paid by Escrow Agent to Buyer and the parties hereto shall be relieved of all obligations hereunder. If Buyer fails to provide written notice of any Title Objections or Survey Objection such termination by the Title Objection Datesuch date, TIME BEING OF THE ESSENCE, then Purchaser Buyer will be deemed to have accepted or waived such exceptions elected to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to accept title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedobjections.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (ARC Group, Inc.)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the Lawyer's Title Company Insurance Corporation under Commitment No. NYN-02-001835 (the “"Title Commitment”"). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive will deliver written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted on or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title prior to the Real Propertyexpiration of the Evaluation Period. In addition, Purchaser’s counsel Purchaser shall have five (5) Business Days after he or she Purchaser's counsel receives notice of such any new objection or exception (to the “New Objection Date”) (or as promptly as possible title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing Closing, Purchaser shall provide Seller with written notice of such new objection if such Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice is received of any Title Objections with less than five (5) Business Days prior to the Closing)Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to provide have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with written notice if such exception constitutes a Title Objectionrespect to Seller's right to cure same. In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Dateapplicable objection date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, all matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, the "Permitted Exceptions") are conclusively deemed to be acceptable to Purchaser.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title ObjectionObjection (and the Title Company shall affirmatively insure same). If on the Closing Date there shall be security interests filed against the Real PropertyProperty which relate to personal property, such items shall not be Title Objections if (A) (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five has expired under applicable law, and (5B) year prior to the Closing Date and was not renewedTitle Company shall affirmatively insure over the same.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real Propertyin a manner reasonably satisfactory to Purchaser, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements, in a manner reasonably satisfactory to Purchaser, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsObjections if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements in a manner reasonably satisfactory to Purchaser.
Appears in 2 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty Corp), Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the Lawyer's Title Company Insurance Corporation under Commitment No. NYN-02-001836 (the “"Title Commitment”"). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive will deliver written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted on or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title prior to the Real Propertyexpiration of the Evaluation Period. In addition, Purchaser’s counsel Purchaser shall have five (5) Business Days after he or she Purchaser's counsel receives notice of such any new objection or exception (to the “New Objection Date”) (or as promptly as possible title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing Closing, Purchaser shall provide Seller with written notice of such new objection if such Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice is received of any Title Objections with less than five (5) Business Days prior to the Closing)Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to provide have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with written notice if such exception constitutes a Title Objectionrespect to Seller's right to cure same. In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Dateapplicable objection date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, all matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, the "Permitted Exceptions") are conclusively deemed to be acceptable to Purchaser.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title ObjectionObjection (and the Title Company shall affirmatively insure same). If on the Closing Date there shall be security interests filed against the Real PropertyProperty which relate to personal property, such items shall not be Title Objections if (A) (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five has expired under applicable law, and (5B) year prior to the Closing Date and was not renewedTitle Company shall affirmatively insure over the same.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real Propertyin a manner reasonably satisfactory to Purchaser, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements, in a manner reasonably satisfactory to Purchaser, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsObjections if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements in a manner reasonably satisfactory to Purchaser.
Appears in 2 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Commitment. Within ten (a10) Purchaser has ordered a title insurance commitment with respect days after the Effective Date, and at least 5 days prior to the Real Property issuedeach Closing, by Seller will cause the Title Company to furnish to Purchaser and Seller a title commitment (the “Title Commitment”)) covering the Lots or the Lots to be purchased at a Closing, as applicable, in an amount equal to the Purchase Price of such Lots, issued by the Title Company together with copies of all instruments reflected as exceptions therein. On or before March 12, 2014, Purchaser shall provide to Seller will have ten days (the “Title Review Period”) after receipt of the last of the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28exception documents, 2014 (and the “Title Objection Date”), Purchaser shall Existing Survey in which to examine same and notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects writing of Purchaser’s objection to (“Title Objections”) or (ii) any Survey Objectionsame. In Upon the event Seller does not receive written notice expiration of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection DateReview Period, Purchaser will be deemed to have accepted the all exceptions to title set forth on any updates to the Lots as shown on Schedule B of the Title Commitment Commitment, except for matters for which notification permitted herein has been given by Purchaser. In the event of notification to Seller of objections by Purchaser, Seller may undertake to eliminate or modify such objectionable items to the reasonable satisfaction of Purchaser within 5 days after receipt of such notice of objections (the “Cure Period”). In the event Seller has not cured, or chooses not to cure, objections of Purchaser within the Cure Period, Purchaser may, at its option, terminate this Contract by written notice to Seller at any time on or before the expiration of the Feasibility Period. If this Contract is terminated, the E▇▇▇▇▇▇ Money will be returned to Purchaser, and neither party will thereafter have any further duties, rights or obligations hereunder except as otherwise stated herein. Purchaser’s failure to terminate this Contract during the period specified shall be deemed to be a waiver of its objections and approval of any uncured title matters. Any exceptions accepted or deemed to be approved by Purchaser or not timely objected to as aforesaid will be hereafter collectively referred to as “Permitted Exceptions.
(c) All taxes”; provided, water rates or chargeshowever, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if that (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall Purchaser will not be required to discharge object to any matter shown on Schedule C of the Title Commitment, and Seller will satisfy all Schedule C matters except those relating to the status or satisfy authority of Purchaser and (ii) Purchaser will not be required to object to the same general exceptions on the Title Commitment regarding (1) matters that would be reflected by a current survey and (2) leases, grants, exceptions or reservations of record provided mineral interests that are not specifically listed on Schedule B, and such general exceptions will not be deemed to be Permitted Exceptions. Possession will be delivered at the money necessary to satisfy Closing of the lien is retained applicable Lots free and clear of all matters except the Permitted Exceptions, title matters created by the Title Company at Closingrecording of the plat of the Subdivision, and the Title Company either omits the lien Deed Restrictions (as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienhereinafter defined) which shall also be Permitted Exceptions.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Contract of Sale (Alset Inc.), Contract of Sale (LiquidValue Development Inc.)
Title Commitment. (a) Seller shall convey good and marketable title to the Property to Purchaser has ordered at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) business days following the “Acquisition Date” (as defined below), Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”). On or before March 12, 2014, Purchaser shall provide to Seller issued by the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure (failure to give such notice shall be deemed an election not to cure any objections or matters set forth in the Title Objection Letter). In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive a prompt refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. If Purchaser does not terminate this Agreement prior to the expiration of the aforesaid five (5) day period, then at Closing, Purchaser shall accept title to the Property subject to the Permitted Encumbrances (subject to Seller’s absolute obligation to cause the removal and release of record of any and all Monetary Liens (as hereinafter defined) at or before Closing).
(b) All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), are herein collectively called the “Permitted Encumbrances”.
(c) In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionexceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments of a liquidated amount that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates this Agreement pursuant to the Title Commitment as Permitted Exceptions.
immediately preceding sentence, (a) the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to receive reimbursement from Seller for all out-of-pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement, and (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on neither party shall have any further obligations hereunder other than the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedSurviving Obligations.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Title Commitment. Within five (a5) business days of the Effective Date, Escrow Agent shall deliver to Purchaser has ordered and Seller a preliminary commitment (the “Commitment”) for a standard owner’s policy of title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title CommitmentPolicy”) issued by Title Company, together with a copy of the documents forming the basis for each exception therein. Seller has made available to Purchaser in Seller’s data room a copy of the most recent survey pertaining to the Real Property in Seller’s possession or control. Purchaser may elect to obtain, in its sole discretion and at its expense, a new or updated survey of the Real Property (the “Survey”). On or before March 12Within five (5) business days following receipt of the later to be received of (i) the Commitment from Title Company and (ii) the Survey, 2014but in no event later than twenty-five (25) days after the Effective Date, Purchaser shall provide deliver to Seller the Title Commitment, together with legible copies of the a written notice setting forth those title exceptions listed thereon. On or before March 28, 2014 and survey matters to which Purchaser objects (the “Title Objection DateObjections”). Any title or survey matter to which Purchaser does not object within said period shall be deemed a Permitted Exception. Within five (5) business days of Seller’s receipt of Purchaser’s Title Objections (“Seller’s Election Period”), Seller shall notify Purchaser of those Title Objections that Seller shall cure on or before the Closing. To the extent that Seller affirmatively elects to cure a Title Objection, the cure of such Title Objection shall be a condition precedent to Purchaser’s obligation to close the transactions described in this Agreement (the failure of which would entitle Purchaser to a refund of the Deposit). If Seller fails to respond to Purchaser within Seller’s Election Period or, if Seller’s response fails to address all Title Objections, such failure shall be deemed an election by Seller not to cure those Title Objections to which Seller has not responded or addressed. Purchaser shall notify Seller in writing, if there are have five (i5) any monetary liens or other title exceptions that Purchaser objects business days after Seller’s Election Period to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any either waive Purchaser’s objection to those Title Objections which Seller has elected or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted elected not to cure, or waived such exceptions to title set forth on else terminate this Agreement, and in the Title Commitment as permitted exceptions absence of termination within said five (as accepted or waived by Purchaser5) business day period, the “Permitted Exceptions”) and Purchaser shall be deemed to have waived its right such Title Objections, and such Title Objections shall be deemed Permitted Exceptions. Notwithstanding anything contained herein to the contrary, Seller hereby agrees to (i) cause all monetary liens on the Real Property to be removed at or prior to Closing unless it is a monetary lien securing a loan that the Purchaser has expressly agreed to assume herein and Purchaser shall have no obligation to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents monetary liens and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit agrees to such effect, or the security interest was filed more than five (5) year prior use commercially reasonable efforts to satisfy all requirements to the Closing Date and was not renewed.
(d) If on issuance of the Closing Date the Real Property shall be affected by any lien which, pursuant Title Policy to the provisions of this Agreement, is required to be discharged extent within the discretion or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that control of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (CNL Healthcare Properties, Inc.)
Title Commitment. As soon as is reasonably practicable after the execution of this Agreement, Seller shall obtain and cause a copy to be delivered to Purchaser: (ai) Purchaser has ordered a title commitment, issued by a title insurance commitment with respect company reasonably satisfactory to Purchaser (the “Title Insurer”), indicating the condition of title to the Real Property issued, by Interests and the Title Company Common Facilities Real Property Interests (the “Title CommitmentReport”), accompanied by copies of all recorded documents listed as exceptions to coverage in the Title Report; and (ii) a copy of an ALTA-ACSM survey of the Real Property Interests and the Common Facilities Real Property Interests (which will have a separate legal description of the Ashtabula III Project and the Common Facilities Area (the “Existing Survey”)). On or before March 12, 2014Seller shall be responsible for costs associated with procuring the Title Report and the Existing Survey; provided, Purchaser shall provide to Seller be responsible for the cost associated with resolving any exceptions reported in such Title Commitment, together with legible copies of the title exceptions listed thereon. On Report or before March 28, 2014 matters shown on such Existing Survey (the “Exceptions”) and for the cost associated with any Title Objection DatePolicy Purchaser desires to obtain at any time after execution of this Agreement. Seller shall cooperate reasonably with Purchaser in resolving any such Exceptions. In connection therewith, Seller shall (and shall cause its Affiliates, as necessary, to) use good faith reasonable efforts to obtain, for the benefit of Purchaser, from the mortgagees and other third parties identified by Purchaser, non-disturbance and attornment agreements or consents in a form reasonably acceptable to Purchaser and sufficient to enable the Title Company to remove the related Exceptions from the Title Report or to issue endorsements to the Title Policy affirmatively insuring the Purchaser against loss arising out of the mortgages or other encumbrances disclosed in such Exceptions addressed by such non-disturbance agreements (collectively, the “Non-Disturbance Agreements”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice that all of any Title Objections or Survey Objection by the pre-Closing requirements relating to the Title Objection Date, TIME BEING OF THE ESSENCEPolicy are not satisfied in full at Closing, then Purchaser will be deemed may in its sole discretion permit Seller to have accepted or waived such exceptions to title set forth on resolve the applicable Title Commitment Objections, and/or provide Non-Disturbance Agreements and/or other curative documents, as permitted exceptions (as accepted or waived by Purchaserthe case may be, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice within an agreed upon period of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to time following the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Wind Energy Purchase Agreement (Otter Tail Corp), Wind Energy Purchase Agreement (Otter Tail Corp)
Title Commitment. (a) Purchaser has ordered Seller shall, within ten (10) days after the Effective Date, furnish to Purchaser: (I) a title insurance commitment with respect ("Commitment"), by the terms of which Title Company agrees to issue to Purchaser at Closing an 1992 ALTA Owner Policy of Title Insurance (as amended to date) ("Title Policy") in the amount of the Purchase Price, insuring Purchaser's fee simple title to the Real Property issuedto be good and indefeasible, subject to the terms of such policy and the exceptions described therein; and (H) a photocopy of all documents ("Title Documents") describing all title exceptions shown on the Commitment. As used herein, the term "Title Objection Period" shall mean a period commencing on the first day following Seller's delivery to Purchaser of the Survey, Commitment and Title Documents and ending ten (10) days thereafter. All matters shown on the Survey and exceptions listed in the Commitment which are not objected to by Purchaser by delivery of written notice to Seller within the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser Objection Period shall provide be conclusively deemed to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects be acceptable to (“Title Objections”) or (ii) any Survey ObjectionPurchaser. In the event Seller does not receive written notice of Purchaser timely objects to any Title Objections title exception or Survey Objection by the matter ("Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing"), to provide Seller with written notice if may but shall not be obligated to, cure such exception constitutes a Title Objection. In the event Seller does not receive notice of such notifies Purchaser that Seller is unable or unwilling to cure any Title Objection by the New Objection DateObjection, Purchaser will shall be deemed to have accepted the exceptions to title set forth on any updates to waived the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than unless within five (5) year prior days following such notice, Purchaser delivers to Seller written notice terminating this Agreement. Notwithstanding anything herein to the Closing Date and was contrary, in the event that Purchaser's right to terminate this Agreement pursuant to any provision of this Section 5.1 has not renewed.
(d) If expired prior thereto, it shall expire upon expiration of the Inspection Period. As used in this Agreement, the term "Permitted Exceptions" shall mean all matters either shown on the Closing Date Survey or listed in the Real Property shall be affected by any lien whichCommitment to which Purchaser does not raise a Title Objection within the Title Objection Period or, pursuant having objected, Purchaser waives or is deemed to have waived in accordance with the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSection 5.1.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Agreement of Sale and Purchase (Walden Residential Properties Inc), Agreement of Sale and Purchase (Walden Residential Properties Inc)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the Commonwealth Land Title Insurance Company under Commitment No. S-04 0425 (the “Title Commitment”). On or before March 12, 2014, that Purchaser shall provide to and Seller have reviewed all of the matters shown on the Title Commitment, together with legible copies and agree that the state of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth shown on the Title Commitment pro forma title policy attached hereto as permitted Exhibit G so long as the Existing Legal Discrepancy is resolved constitutes an acceptable state of title to be conveyed by Seller to Purchaser at Closing and that the exceptions noted thereon constitute Permitted Exceptions (as accepted or waived by Purchasersubject, however, to Purchaser obtaining the “Permitted Exceptions”) Updated Survey and shall be deemed providing the same to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to as required by the pro forma title to policy). By the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception date (the “New Objection Date”) which is five (5) Business Days after Purchaser’s counsel receives notice of any new exception to the title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to Purchaser shall provide Seller with written notice of its objection to such new exception if such exception constitutes Purchaser deems same unacceptable (“Title Objections”). Seller covenants and agrees that neither it nor Seller’s Affiliates shall voluntarily place or allow any defects, objections or exceptions to title to the Property after the date of the Title Commitment without Purchaser’s consent, which consent may be granted or withheld in Purchaser’s sole discretion (a “Voluntary New Title ObjectionDefect”). In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions. Exhibit G constitutes a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, at Purchaser’s sole cost and expense, an owner’s policy of title insurance (the “Title Policy”) in the amount of the Purchase Price on the then standard ALTA owner’s form insuring Purchaser’s fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a), all matters shown on the Existing Survey and the exceptions shown on Exhibit G (collectively, the “Permitted Exceptions”) are conclusively deemed to be acceptable to Purchaser.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest assessments due and penalties thereon, which payable with respect to 2004 and all previous years on the Closing Date which are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. Notwithstanding the foregoing, to the extent that Tenant is obligated to pay such items under the Leases, such items shall not be adjusted between the parties at Closing or credited against the Purchase Price. If on the Closing Date there shall be financing statements evidencing security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is or fixtures are the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or (ii) the security interest financing statement was filed more than five (5) year years prior to the Closing Date and was not renewed. Any other financing statements filed against the Property which exist on the Closing Date will be removed by Seller.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real PropertyTitle Commitment, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of omits such exception to the Real Property and/or the Improvementstile policy, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser and the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsObjections so long as Title Company agrees to omit all such exceptions from the Title Policy.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. Seller shall convey fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, which expense shall not exceed fifteen thousand dollars ($15,000.00), and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”), issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with copies of all exceptions listed therein. On or before March 12, 2014, Purchaser shall provide to Seller have ten (10) days following its receipt of the Title Commitment, together with legible copies of the title all exceptions listed thereon. On or before March 28therein and the “Survey” (defined below), 2014 to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any title objections in writing and proceed to Closing (in which event such waived title objections shall be deemed to be “Permitted Encumbrances”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey, and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner reasonably satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise in connection with construction of the Improvements or other title exceptions that Purchaser objects otherwise from the actions or failures to (“Title Objections”) or act of Seller, and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that arise from the actions or failures to act of Seller (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, (a) the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and (b) neither party shall not have any further obligations hereunder other than the Surviving Obligations. The Title Policy to be required issued to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company Purchaser at Closing, and the Title Company either omits the lien as an exception Closing shall contain affirmative coverage against any mechanic’s liens arising from the title insurance commitment or insures against collection thereof from out Seller’s construction of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the shall satisfy all customary Title Company a sum requirements for the issuance of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Selleraffirmative coverage, and such search results shall not be deemed Title Objectionspay any costs associated therewith.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Title Commitment. (a) Purchaser has 3.5.1 Seller has, at Purchaser’s sole cost and expense, ordered from Title Company, a title insurance commitment with respect to the Real Property issued, by the Commitment for Title Company Insurance (the “Title Commitment”), setting forth the status of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. On Purchaser shall, on or before March 125:00 p.m., 2014local Las Vegas time on the twentieth (20th) day after the Effective Date, Purchaser shall provide deliver to Seller in writing any objections to matters shown in the Title Commitment (such matters being objected to by Purchaser being hereinafter referred to as “Title Objections”), Purchaser’s failure to timely object to any such matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become “Permitted Exceptions”, If Purchaser timely objects to any item set forth in the Title Commitment, together with legible copies then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. Notwithstanding the foregoing, if the Title Commitment shows that any of the title exceptions listed thereonfollowing documents (creating the lien that was foreclosed) encumber the Real Property: (i) Deed of Trust recorded November 16, 2006, in Book 20061116 as Instrument No. On or before March 280003638 (as amended and/or assigned); and (ii) Assignment dated November 16, 2014 2006 in Book 20061116 as Instrument No. 0003639 (as amended and/or assigned) (collectively, the “Title Objection DateLoan Documents”), Purchaser then Seller agrees to cause such Loan Documents to be released as of the Closing Date. Seller shall notify Seller have until 5:00 p.m. local Las Vegas time on the Cure Date to agree in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects writing to (“cure before Closing such Title Objections”) . If Seller elects not to cure, or (ii) any Survey Objection. In the event fails to timely respond to Purchaser’s objections, Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right elected not to object to any Survey Objection.
(b) After cure the Title Objection DateObjections, if in which event Purchaser shall, on or before the Title Company raises any new exception to title to the Real Propertyexpiration of Title/Survey Period, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if either (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.)
Appears in 1 contract
Sources: Purchase and Sale Agreement (TNP Strategic Retail Trust, Inc.)
Title Commitment. i) Within four (a4) Purchaser has ordered a title insurance commitment with respect to days of the Real Property issuedOpening of Escrow, by the Title Company shall issue and deliver to Brings a preliminary title commitment for the Property, as well as copies of all instruments referred to therein, including all deeds, easements or other instruments which provide for access to the Property (collectively the “Title Commitment”). On or before March 12, 2014, Purchaser The Title Commitment shall provide be an irrevocable commitment by the Title Company to Seller issue the Title Policy (defined below) subject to the satisfaction of the requirements contained in the Title Commitment, together with legible copies .
ii) Brings shall have twenty (20) days after receipt of the title Title Commitment to object either to any exceptions listed thereon. On or before March 28, 2014 requirements contained in the Title Commitment or to matters identified on the ALTA/ACSM survey of the Property (the “Title Objection DateSurvey”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to be provided and paid for by Brings (“Title ObjectionsIssues”) or (ii) any Survey Objectionby providing written notice thereof to the District. If Brings has no objection, it may provide notice thereof to the District, in which case the 20-day period shall cease. In the event Seller does not receive of any such objection, the District shall have ten (10) days after receipt of Brings’ notice of the Title Issues to review and evaluate the Title Issues and give written notice to Brings whether or not the District will cure or cause to be removed the Title Issues (“Title Review Period”). If the initial Title Commitment is updated and/or amended by any new exception(s) or requirement(s) (by endorsement, amendment, or otherwise) that Brings deems to be adverse to its anticipated title (“Amended Title Commitment”), the Title Review Period will be extended by three (3) business days following Brings’ receipt of the Amended Title Commitment (including the best available copies of all new exceptions) to notify the District in writing of Brings' objections to any new exceptions (“Extended Title Objections Review Period”). If Brings timely objects to any matter disclosed in an Amended Title Commitment, the District may give written notice to Brings within three (3) business days after receipt of the new objections as to whether or Survey Objection not the District will cure or cause to be removed an objected to matter. If the District timely gives Brings written notice that the District will not cure or cause to be removed the objected to matter (or if the District fails to provide any written notice within the applicable response period), then Brings shall have three (3) business days after receipt of such written notice (or, in the case of no written notice, three (3) business days after the expiration of the District's applicable response period) within which to terminate this Option Purchase Agreement. If Brings fails to timely terminate this Option Purchase Agreement under this provision, the Title Review Period and the Extended Title Review Period shall expire.
iii) In the event that the exceptions are not resolved to the reasonable satisfaction of Brings prior to expiration of the Title Review Period and the Extended Title Review Period, this Option Purchase Agreement may be canceled by Brings giving notice thereof to the District as provided in Section 3(e)(ii) above.
iv) The District and Brings hereby agree and acknowledge that electronic delivery of the Title Commitment and any Amended Title Commitments by the Escrow Agent (whether in the form of an attachment to electronic mail or in the form of a link to a website where the Title Objection DateCommitment or Amended Title Commitment can be downloaded) is an acceptable form of delivery, TIME BEING OF THE ESSENCE, then Purchaser will and the Title Commitment or Amended Title Commitment shall be deemed delivered on the day it is electronically transmitted to have accepted and received by the District and Brings.
v) Notwithstanding anything mentioned herein to the contrary, on or waived before the Closing, the District shall satisfy and remove all voluntary monetary liens placed on the Property by the District, and the District shall cure and cause to be removed all exceptions for rights of parties or entities in possession (other than pursuant to recorded documents affecting the Property) or parties or entities holding lease or option rights and all exceptions for any Lis Pendens or similar recordings against the Property (the "Unaccepted Exceptions"), and Brings need not expressly object to any such exceptions to title set forth Unaccepted Exceptions as may be disclosed on the Title Commitment as permitted exceptions (as accepted or waived by Purchaserany amendment thereto such that the Unaccepted Exceptions shall not be deemed Permitted Exceptions.
vi) As used in this Option Purchase Agreement, the “term "Permitted Exceptions”) and " shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted collectively mean the exceptions to title set forth on any updates to reflected in the Title Commitment as Permitted or any amendment thereto which are approved (or deemed approved) by Brings pursuant to this section, but not the Unaccepted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Buyer may obtain a current preliminary title report dated no later than 10 days after the Effective Date from Corinthian Title Company (a“Title Company”) Purchaser has ordered a covering title insurance commitment with respect to the Real Property issuedProperty, together with full and legible copies of all supporting documents and promptly upon receipt of same by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies a copy of the title exceptions listed thereonreport and supporting documents. On or before March 28During the Due Diligence Period, 2014 (Buyer shall have the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects right to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice disapprove of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on to the Title Commitment as permitted Property and to provide Seller with notice thereof in writing. Within three (3) business days of ▇▇▇▇▇'s notice to Seller disapproving exceptions (as accepted to title pursuant hereto, Seller shall notify Buyer whether Seller intends to remove or waived by Purchaser, the “Permitted Exceptions”) and insure over such disapproved exceptions prior to Closing. Failure to respond to such notice shall be deemed to be Seller’s election not to cure or modify any title item as set forth in Buyer’s title notice. If Seller notifies Buyer that it intends to so eliminate or insure over such disapproved exceptions, Seller shall do so on or before the Closing Date. If Seller indicates to Buyer in writing within the time allowed that it does not intend to remove or insure over one or more of such disapproved exceptions, Buyer shall have waived its the right to object terminate this Agreement by notifying Seller within five (5) days of such notice from Seller. If Buyer fails to any Survey Objection.
notify Seller that it elects to terminate this Agreement within said five (b5) After day period, Buyer shall be deemed to accept the Title Objection Date, if the Title Company raises any new exception Property subject to such disapproved exceptions not to be removed or insured over by Seller (all exceptions to title to the Real Property, Purchaser’s counsel Property not removed by Seller shall have five (5) Business Days after he or she receives notice of such exception (constitute the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as "Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on " The Title Company shall issue a standard ALTA owner’s policy at the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (insuring fee title in Buyer subject only to the provision for apportionment of taxesPermitted Exceptions, water rates standard preprinted conditions and sewer rents herein contained) stipulations, general exceptions and shall not be deemed a exclusions from coverage contained in the standard ALTA owner's policy (the "Title ObjectionPolicy"). If on the Closing Date there Title Policy premiums shall be security interests filed against the Real Propertypaid by Buyer as well as any costs, such items shall not be fees and premiums for all additional coverages and endorsements desired by Buyer. The Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property Commitment shall be affected by any lien which, pursuant conclusive evidence of good title as therein shown as to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained all matters insured by the Title Company at ClosingPolicy, and subject only to the Title Company either omits exceptions as therein stated. Notwithstanding the lien foregoing, all Monetary Liens (as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(edefined in Section 6(g) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, herein) shall be an objection deemed disapproved by Seller pursuant to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsSection 6(g) below.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title Commitment. (a) Purchaser has ordered Seller has, prior to the Effective Date, delivered or caused First American Title Insurance Company to deliver to Buyer, a title insurance commitment (the “Commitment”) with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title CommitmentProperty, together with a legible copies copy of each instrument that is listed as an exception in the title exceptions listed thereonCommitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel Buyer shall have five (5) Business Days days after he the Effective Date to examine same and to notify Seller in writing of its objections to title (all items so objected to being hereinafter referred to as the “Objectionable Items”). All matters affecting title to the Property as of the date of the Commitment, except those specifically and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and shall be deemed to be “Permitted Exceptions.” If Buyer timely notifies Seller of any Objectionable Items, Seller may, but shall not be obligated to, cure or she receives remove same; however, Seller agrees to consult with Title Insurer in order to determine which Objectionable Items, if any, Title Insurer is willing to remove, all with no action required on the part of Seller. Anything in this Agreement to the contrary notwithstanding, Seller shall, prior to closing, cure any monetary liens created by Seller. If Seller and/or Title Insurer does cure or remove all such Objectionable Items, Buyer shall have no further right to terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as set forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment to issue, at Closing, an ALTA Owner’s Policy of Title Insurance in the amount of the Purchase Price in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Seller shall notify Buyer, within ten (10) days after Seller’s receipt of Buyer’s notice of such exception Objectionable Items, as to which Objectionable Items Seller and/or Title Insurer are willing or able to cure or remove (the “New Objection DateSeller’s Election”) (or as promptly as possible prior to the Closing ); and if no such notice is received with less than given within such time period, Seller shall be deemed to have elected not to cure any of the Objectionable Items. If Seller is unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing (“Buyer’s Election”), within five (5) Business Days prior business days after receipt by Buyer of Seller’s Election (or the expiration of the time period for Seller to make Seller’s Election if Seller fails to send notice of Seller’s Election) either:
(a) to accept title to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates Property subject to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and Objectionable Items which Seller is obligated unwilling or unable to pay and discharge will be credited against cure (all such items being thereafter included in “Permitted Exceptions”), in which event the Purchase Price (subject to obligations of the provision for apportionment of taxes, water rates and sewer rents herein contained) and parties hereunder shall not be deemed a Title Objectionaffected by reason of such matters, the sale contemplated hereunder shall be consummated without reduction of the Purchase Price, and Buyer shall have no further right to terminate this Agreement pursuant to this Article; or
(b) to terminate this Agreement in accordance with Article 14 hereof. If on the Closing Date there shall be security interests filed against the Real Property, Seller has not received Buyer’s Election within such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior business day period, Buyer shall be deemed conclusively to have elected to accept title to the Closing Date and was not renewed.
Property in accordance with paragraph (da) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Sellerabove. At Closing, Seller shall not be required provide Title Insurer with an Affidavit as to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingDebts, Liens, Parties in Possession, and GAP Coverage in the form of Exhibit M attached hereto, which form has been approved and accepted by Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real PropertyInsurer. Under no circumstances shall Seller be obligated to give Title Insurer any certificate, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptciesaffidavit, or other returns against other persons having names undertaking of any sort which would have the same as or similar effect of increasing the potential liability of Seller over that which it would have by giving Buyer the Special Warranty Deed required hereunder. Pursuant to that the terms of Section 5.4 hereof, Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results ’s receipt of Buyer’s Approval Notice shall not be deemed Title Objectionsto be Buyer’s approval of the condition of title to the Property.
Appears in 1 contract
Sources: Real Estate Purchase and Sale Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Title Commitment. 4.1.1 Purchaser shall, at Purchaser’s cost and expense, instruct the Escrow Agent to issue an A.L.T.A. Owner’s Policy of Title Insurance (astandard coverage) for the Property, along with legible copies of all documents referenced in said title commitment (the “ Title Commitment”) to Purchaser has ordered a and Seller within ten (10) days after the Effective Date such that Purchaser shall obtain an owner’s policy of title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title CommitmentPolicy”) insuring title to the Property, with such affirmative coverage and endorsements as Purchaser shall require and shall have contracted for with the Escrow Agent prior to expiration of the Due Diligence Period. Prior to the expiration of the Due Diligence Period, Purchaser shall obtain, at Purchaser’s sole cost and expense, a survey of the Land prepared by a licensed surveyor to the extent required by Purchaser or will be required by the Escrow Agent in connection with its issuance of the Title Policy (the “Survey”). On or before March 12, 2014, Purchaser shall provide to the Escrow Agent and Seller the Title Commitment, together with legible copies a copy of the title exceptions listed thereon. On or before March 28, 2014 Survey.
4.1.2 Purchaser shall have until the date that is ten (10) business days prior to the Approval Date (as defined in Section 4.3 below and herein also referred to as the “Title Objection Date”), Purchaser shall notify ) in which to provide Seller in writing, if there are written notice (ithe “Title Notice”) of any monetary liens or other title exceptions that Purchaser objects to objections (“Title Objections”) or (ii) Purchaser may have to any Survey Objection. In the event Seller does not receive written notice defects of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on disclosed in the Title Commitment or Survey; provided, however, that, except as permitted exceptions (as accepted provided in Section 4.1.3 below, Purchaser expressly agrees that Seller shall have no obligation whatsoever to cure or waived by Purchaserattempt to cure any Objection, whether or not appearing on a properly delivered Title Notice. If Seller elects to attempt the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title cure of an Objection Date, if the Title Company raises any new exception to title to the Real Property, identified in Purchaser’s counsel Title Notice, then Seller shall have until the date that is five (5) Business Days business days after he or she receives Seller’s receipt of the Title Notice to notify Purchaser in writing of those Objection(s), if any, Seller agrees to attempt to cure. Seller’s failure to provide any written notice within such time shall be deemed Seller’s election not to cure any Objection. If, within such time, Seller expressly agrees to attempt to cure an Objection, Seller shall use commercially reasonable efforts to effect such cure prior to Closing, provided that, if the same has not been cured by Closing, Seller shall have the right to extend Closing for up to thirty (30) days in order to continue its efforts to complete the cure of such exception (Objection. If Seller fails within such cure period to cure the “New Objection Date”) (Objections, or as promptly as possible if prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice expiration of such Title Objection by the New Objection Date, Purchaser will be cure period Seller elects or is deemed to have accepted the exceptions elected not to title set forth on cure any updates Objections, Purchaser may either elect to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Propertyproceed to Closing and waive any uncured title objections, or (ii) such personal property is terminate this Agreement by written notice to Seller (A) on or prior to the property first to occur of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than (x) five (5) year days after the expiration or earlier termination of the cure period and (y) the Date of Closing (x or y being in the event of Seller not curing any Objections it elected to attempt to cure), or (B) prior to the Closing Approval Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to Section 4.4 below (in the provisions of event Seller elects or is deemed to have elected not to attempt to cure), in which event the Escrow Agent shall refund the ▇▇▇▇▇▇▇ Money Deposit to Purchaser, and the parties thereafter shall have no further obligations under this Agreement, is required except as specifically survive such termination.
4.1.3 Notwithstanding the foregoing, Seller agrees to satisfy and cause to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same released of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
following (e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title “Must-Cure Objections.”):
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title Commitment. (a) As of the Effective Date, Seller has furnished to Purchaser has ordered a preliminary title report or title commitment for a leasehold owner’s policy of title insurance commitment with respect to the Real Property issued, by the Title Company Leased Land (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of all documents pertaining to the exceptions to title exceptions listed thereontherein to the extent available, issued by Fidelity National Title Company, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, File No. On or before March 28FBDO-2510408, 2014 Attn: [***] (the “Title Objection DateCompany”), . The Title Commitment shall name Purchaser as the proposed insured with coverage in the amount of the Purchase Price. The Title Commitment shall notify Seller in writingstate the requirements, if there are (i) any monetary liens or other any, which, when satisfied, shall obligate the Title Company to issue a leasehold owner’s title exceptions that Purchaser objects policy pursuant to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection most recently approved ALTA standard form title policy used by the Title Objection DateCompany in the State, TIME BEING OF THE ESSENCEwith the standard printed exceptions concerning parties in possession, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions unrecorded easements and encroachments removed (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, provided that if the Title Company raises requires for removal of any new exception to title of such standard printed exceptions a survey satisfactory to the Real PropertyTitle Company, Purchaserthen Purchaser shall be responsible at is sole cost and expense for obtaining and providing to the Title Company such survey, otherwise the leasehold owner’s counsel policy shall have five (5be subject to such standard printed exceptions) Business Days after he or she receives notice of such exception (the “New Owner’s Policy”), together with any and all endorsements desired by Purchaser that the Title Company has committed to issue prior to the expiration of the Title Objection Period, insuring Purchaser as being vested, as of the Closing Date, with leasehold interests in the Leased Land under the Leases, subject to the Permitted Exceptions (as defined below). All charges and premiums for the Owner’s Policy (excluding any endorsements requested by Purchaser) shall be paid by Seller. If, for any reason not due to Purchaser, the Title Company will not furnish to Purchaser at Closing the Owner’s Policy (in the form of a pro-forma policy) reflecting leasehold interests under the Leases of the Property in Purchaser (subject to the Permitted Exceptions) and otherwise in the form required by this Section 3.2, then Purchaser may, as its sole remedy, terminate this Agreement on written notice to Seller and neither party shall have any obligation or liability to the other under this Agreement, except for the obligations of the respective parties under this Agreement that expressly survive termination (the “Post-Termination Surviving Obligations”) (or as promptly as possible ). Purchaser shall use commercially reasonable efforts to secure a pro-forma Owner’s Policy in a form acceptable to Purchaser and the Title Company prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title ObjectionDate. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.3.3
Appears in 1 contract
Sources: Agreement for Purchase and Sale of Real Estate (Archer Aviation Inc.)
Title Commitment. (a) Purchaser Buyer has ordered a title insurance commitment with respect to the Real Property issuedordered, by the Title Company (the “Title Commitment”). On or before March 12at Sellers' expense, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies an examination of the title to the Owned Real Property. Buyer has delivered to Sellers and Shareholder a copy of a commitment for an owners title insurance policy covering title to the Owned Real Property, with standard exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”"TITLE POLICY"), Purchaser shall notify Seller in writingsetting forth the state of title to the Owned Real Property and all objections and exceptions thereto, including rights of way, easements, restrictions, reservations, covenants, liens, encumbrances, leases, estates, and other conditions, if there are any, affecting the Owned Real Property (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection"TITLE COMMITMENT").
(b) After Buyer may obtain, at Sellers' expense, for Buyer's use and for the Title Objection Date, if use of the Title Company raises any new exception to title to in connection with the issuance of the Title Policy, a current and complete ALTA/ACSM survey of the Owned Real Property, Purchaser’s counsel prepared by a competent registered surveyor in the State of Texas, so as to permit the issuance of a survey endorsement and an ALTA Extended Owner's Policy of Title Insurance. Sellers shall have five (5) Business Days use good faith efforts to ensure the delivery of the survey to Buyer and the Title Company within 30 days after he or she receives notice execution of such exception (the “New Objection Date”) (or as promptly as possible prior this Agreement. Sellers also shall use good faith efforts to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes deliver a Title Objection. In the event Seller does not receive notice of such Title Objection certification by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to surveyor and such additional supporting reports and other certificates as the Title Commitment as Permitted ExceptionsCompany may reasonably require to enable the Title Company to deliver a survey endorsement and the Title Policy.
(c) All taxesIf the condition of title, water rates as set forth in the Title Commitment, is not satisfactory to Buyer, Buyer shall give Sellers and Shareholder written notice of its objections to title ("TITLE OBJECTIONS"), simultaneously with its delivery of the Title Commitment to Sellers and Shareholder. The Parties shall mutually agree to the resolution of all issues raised by the Title Objections as a condition to Closing. If Buyer does not elect to satisfy the Title Objections, or charges, sewer rents and assessments, plus interest and penalties thereon, which on attempts to cure them but is unable to do so prior to the Closing Date are liens against Date, Buyer may, at its option, (i) accept title subject to the Real Property and which Seller is obligated to pay and discharge will be credited against Title Objections, with an adjustment in the Purchase Price (subject to the provision for apportionment any liens or encumbrances of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in definite or on the Real Propertyascertainable amount, or (ii) such personal property is terminate this Agreement. Any exceptions to title that are either accepted or waived by Buyer are referred to as the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed"PERMITTED EXCEPTIONS."
(d) If on Sellers and Shareholder fail to pay the Closing Date costs associated with the Real Property survey for title insurance, Buyer shall be affected by any lien whichhave the right, pursuant to but not the provisions of this Agreementobligation, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, such payments on behalf of Sellers and the Title Company either omits the lien as an exception Shareholder and to deduct from the title insurance commitment or insures against collection thereof from out Purchase Price the actual costs of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such liensurvey.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale of Assets Agreement (T-3 Energy Services Inc)
Title Commitment. (a) Purchaser has ordered a Seller shall convey good and indefeasible title insurance commitment with respect to the Real Property issuedto Purchaser at Closing, subject only to the Permitted Encumbrances (as defined below). During the Inspection Period, Purchaser shall request and obtain from Title Company a commitment for a standard Owner's Policy of Title Insurance issued by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide insuring good and indefeasible fee simple title to Seller the Title CommitmentLand, together with legible copies of the title all exceptions listed thereontherein. On or before March 28, 2014 Purchaser shall have until the end of the Inspection Period to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation (hereby confirmed) to remove all Mortgages and Monetary Liens (each as defined below) by Closing, as further described in Section 4.1.3(b) below, whether or not Purchaser objects thereto. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be Permitted Encumbrance), or (ii) terminate this Agreement, in which event the E▇▇▇▇▇▇ Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and neither party shall have any further obligation hereunder except for the Surviving Obligations. All exceptions set forth in the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”.
(b) In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, in its reasonable discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging (i) any monetary liens Unacceptable Encumbrances that arise as a result of Seller’s intentional acts or other title exceptions that Purchaser objects to (“Title Objections”) or omissions, (ii) any Survey Objectionmortgages, deeds of trust or deeds to secure debt that appear on the Title Commitment (the “Mortgages”) other than the Security Deed and any other instruments and agreements evidencing the Loan assumed by Purchaser pursuant to the terms of Section 2.1 above, and (iii) all mechanics, judgment, tax and other monetary liens and encumbrances of liquidated amounts (excluding, however, current, non-delinquent taxes and assessments) affecting the Property which were voluntarily caused or created by, through or under Seller (collectively, the “Monetary Liens”) (the matters set forth in (i), (ii) and (iii) above are collectively referred to herein as the “Mandatory Removal Items”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Mandatory Removal Items required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection latest to occur of (x) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”y) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (z) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice of such Title Objection by the New Objection Datetimely respond thereto; provided, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxeshowever, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against shall in no event be extended to allow for the Real Property and which Seller is obligated to pay and discharge will be credited against running of the Purchase Price time periods described in the aforesaid clauses (subject to the provision for apportionment of taxes, water rates and sewer rents herein containedy) and shall not be deemed (z). Upon a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property termination of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions of this Agreementimmediately preceding sentence, is required upon prior written notice to Seller and Escrow Agent, the E▇▇▇▇▇▇ Money shall be discharged or satisfied by Seller, Seller shall not be required delivered to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingPurchaser, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser neither party shall have any further obligation hereunder except for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Preferred Apartment Communities Inc)
Title Commitment. A. Within three (a3) business days of the Effective Date, Purchaser has ordered a title insurance commitment with respect to the Real Property issuedshall order, by the at Purchaser’s expense, an Owner’s Commitment for Title Company Insurance (the “Title Commitment”) from the Title Company which Title Commitment shall bind the Title Company to issue at Closing an Owner’s Policy of Title Insurance on the standard form of policy prescribed for use in the state where the Real Property is located in the full amount of the Purchase Price, except that the exception as to taxes shall be modified to refer to taxes for the year in which the Closing occurs (the “Owner Policy”); together with a legible copy of all documents referred to in the Title Commitment, including but not limited to plats, reservations, restrictions, and easements (“Title Documents”). Not later than three (3) business days after the receipt thereof, Purchaser shall deliver (or cause the delivery by electronic means) a copy of the Title Commitment and Title Documents to Seller.
B. Purchaser may evaluate the status of title as reflected in the Title Commitment, the Title Documents and the survey referenced on Exhibit “B” (the “Survey”) pursuant to Section 6 below. Any new survey obtained by Purchaser or updates to the existing Survey shall be at Purchaser’s sole cost and expense. On or before March 12, 2014the seventh (7th) day prior to the last day of the Review Period, Purchaser shall provide will deliver to Seller the Title Commitment, together with legible copies a listing of the title those exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions which are not acceptable to Purchaser (as accepted an “Objection Letter”). Although Seller may elect in its sole and absolute discretion to cure or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed attempt to have waived its right to object to cure any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, one or more of Purchaser’s counsel shall have objections specified in the Objection Letter, Purchaser acknowledges and agrees that Seller has no obligation to cure any such objections. If Purchaser timely provides an Objection Letter to Seller, Seller shall, within five (5) Business Days days after he or she receives notice receipt of such exception (the “New Objection Date”) (Letter, notify Purchaser which objections, if any, that Seller has elected to cure or as promptly as possible prior cause to the Closing if be cured before Closing. Failure of Seller to timely provide such notice is received with less than five (5) Business Days prior shall be deemed confirmation that Seller has elected not to cure such objections. If Seller chooses not to cure any of the Closing)objections set forth in the Objection Letter then Purchaser shall have the option, to provide Seller with written notice if such exception constitutes a Title Objection. In be exercised on or before the event Seller does not receive notice expiration of such Title Objection by the New Objection DateReview Period, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if either (i) terminating this Agreement by giving a written termination notice to Seller, at which time the personal property covered by such security interests are Escrow Agent shall promptly return the ▇▇▇▇▇▇▇ Money to Purchaser and the parties shall have no longer in further rights or on the Real Propertyobligations hereunder except as otherwise expressly provided herein, or (ii) such personal property is waiving the property of a Tenantuncured objections by proceeding to Closing and thereby be deemed to have approved Purchaser’s title as shown in the Title Commitment, Title Documents and the Survey, if any, and any such uncured objections shall become Permitted Encumbrances (as hereinafter defined) for all purposes hereunder. Failure by Purchaser to respond to Seller executes by the expiration of the Review Period shall be deemed Purchaser’s election to waive the applicable objection(s), which shall become “Permitted Encumbrances”. Notwithstanding the foregoing, in no event shall a Seller Encumbrance (as hereinafter defined) constitute a Permitted Encumbrance and delivers an affidavit Purchaser shall have no obligation to such effectobject to any Seller Encumbrance. As used herein “Seller Encumbrance” means non-monetary liens and encumbrances voluntarily placed on record against the Property by Seller (and without the written consent of Purchaser which consent may be granted or withheld in Purchaser’s sole and absolute discretion) after the date hereof, any and all monetary liens and security interests voluntarily placed on record against the Property by Seller (and without the written consent of Purchaser which consent may be granted or withheld in Purchaser’s sole and absolute discretion), whether recorded or placed on record prior to or after the security interest was filed more than five (5) year date hereof, and any mechanics’ liens recorded after the date hereof. Seller at its sole cost and expense shall and is hereby obligated to cause to be released at or prior to the Closing Date and was not renewedall Seller Encumbrances.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Title Commitment. Purchaser, at its expense and within ten (a10) Purchaser has ordered days after the date of this Agreement, shall order a commitment of title insurance commitment insurance, together with respect copies of the documents evidencing any title exceptions (the “Commitment”), to insure Purchaser’s interest as owner of the Real Property issuedfrom and after the Effective Date, from the Title Company. Purchaser will promptly notify Seller of receipt of the Commitment and send ▇▇▇▇▇▇’s counsel a copy of the Commitment. If the Commitment discloses exceptions to title that are not described by clauses (A) and (B) of Section 2.4(a)(i) of this Agreement, Purchaser will notify Seller of such exceptions within ten (10) days after Purchaser receives the Commitment. If Purchaser gives notice of any such exceptions, Seller shall have a period of ten (10) days thereafter to notify Purchaser whether or not it will remove, or cause the removal of, any of such exceptions by the Effective Date. If Seller elects, by the Title Company written notice to Purchaser within such ten (the “Title Commitment”). On 10) day period not to remove, or before March 12cause to be removed, 2014any such exceptions (failure of Seller to timely make an election in writing shall be deemed an election by Seller to remove, Purchaser shall provide or cause to Seller the Title Commitmentbe removed, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”any such exceptions), Purchaser shall notify then have a period of ten (10) days after receipt of such election by Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects not to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived remove such exceptions to title set forth on the Title Commitment either (A) proceed to Closing as permitted exceptions provided herein or (as accepted or waived B) terminate this Agreement by Purchaser, the “Permitted Exceptions”) and shall be deemed written notice to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice Seller of such exception (election, in which event all further rights and obligations of the “New Objection Date”) (or as promptly as possible prior to parties hereunder will terminate. Notwithstanding the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Sellerforegoing, Seller shall not be required obligated to discharge or cure and satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment (or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable make arrangements satisfactory to the Title Company and sufficient to secure a release of insure over) (Y) any lien which Seller places on the Real Property from after the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Sellerdate hereof, and such search results shall not (Z) any monetary lien which can be deemed Title Objectionscured through the payment of money.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Orrstown Financial Services Inc)
Title Commitment. No later than ten (a10) days following the Effective Date, Seller shall deliver to Purchaser has ordered a copy its most recent previously issued title insurance commitment with respect to policy covering the Real Property issued, by the Title Company (the “Title Commitment”)Property. On or before March 12, 2014, Purchaser shall provide to Seller order the Title Commitment, together with legible copies at its sole cost and expense. The title insurance policy issued pursuant to the Title Commitment shall be issuable at the minimum promulgated rate allowed by applicable state law or if there is not a minimum promulgated rate at a negotiated rate which is competitive in the applicable local market. Purchaser shall have Ten (10) days from receipt of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall Commitment to notify Seller in writingwriting of any objections to the title. If the Title Commitment discloses exceptions to title other than the Permitted Title Exceptions or if Purchaser notifies Seller of any other objections to title, if there are Seller shall have thirty (30) days from the date of delivery of the Title Commitment to Seller by Purchaser to have all unpermitted exceptions removed from the Title Commitment and to provide evidence of such removal to Purchaser. If Seller fails to have all unpermitted exceptions removed within such thirty (30) day period, Purchaser may elect, on or before the Closing Date, to (i) any monetary liens or other title exceptions that Purchaser objects terminate this Agreement, in which event the Deposit shall be forthwith returned to (“Title Objections”) Purchaser, or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by accept title subject only to those unpermitted exceptions that the Title Objection DateCompany has not removed with the further right with respect to each then unremoved unpermitted exception to deduct from the Purchase Price amounts secured by any unpermitted lien or encumbrance of a definite or ascertainable amount. If Purchaser fails to make such election, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right elected to object accept the property subject to any Survey Objection.
(b) After the unpermitted exceptions. On the Closing Date, Purchaser shall, at Purchaser's sole cost and expense, cause the Title Objection Date, if Insurer to issue an owner's title insurance policy or prepaid commitment therefore (herein a "Title Policy") pursuant to and in accordance with the Title Company raises any new exception to Commitment, insuring fee simple title to the Real PropertyProperty in VAV, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior subject only to the Closing if Permitted Title Exceptions and such notice is received with less than five other exceptions as Purchaser may approve pursuant to clause (5ii) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will above or be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptionsaccepted, together with all endorsements required hereby.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase Agreement (Government Properties Trust Inc)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issuedPurchaser, by the Title at its sole cost and expense, shall cause GrayRobinson, P.A., as Closing Agent and as agent for Old Republic National Insurance Company (the “Title Company”) to issue and deliver to Purchaser within ten (10) days from the Effective Date, an ALTA title commitment (“Title Commitment”) in the minimum amount of $1,650,000.00 (subject to increases based upon the cost of any improvements made to the Land by Purchaser after Closing). On or before March 12, 2014, Purchaser shall provide accompanied by one copy of all documents affecting the title to Seller the Property and which constitute exceptions to the Title Commitment, together with legible copies . Purchaser shall give Seller written notice (the “Title Notice”) prior to Closing if Purchaser objects to any of the title exceptions listed thereon. On or before March 28including, 2014 (the “Title Objection Date”)without limitation, Purchaser shall notify Seller in writing, if there those that are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection revealed by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted Survey or waived such exceptions to title set forth an inspection of the Premises other than the Permitted Exceptions referenced on the Title Commitment as permitted exceptions attached Exhibit “B” which Purchaser has agreed to accept (as accepted or waived by Purchaser, the “Permitted Exceptions”). In the event that Purchaser objects to any title exceptions, other than the Permitted Exceptions, Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller shall within five (5) days of the date of such Title Notice notify Purchaser if Seller elects to cure or not to cure the objections of the Purchaser; provided, however, that at the Closing all mortgages and any other liens that may be satisfied by the payment of money shall be satisfied of record. If Seller fails to timely notify Purchaser that Seller intends to cure the objections, Seller shall be deemed to have waived its right elected not to object cure the same. All title exceptions not timely objected to any Survey Objectionby Purchaser and which are listed on Exhibit “B” shall be deemed “Permitted Exceptions.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. ” In the event Seller Purchaser does not receive notice waive its objections (as set forth in the Title Notice) and if Seller elects not to attempt to eliminate the matters or is unable, after diligent, good faith efforts, to remove the matters within thirty (30) days after receipt of such the Title Objection by the New Objection DateNotice, Purchaser will be deemed to have accepted the exceptions to may, at its option, and as its sole remedy (i) accept title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxesobjections raised by Purchaser, water rates and sewer rents herein containedin which event said objection(s) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Propertywaived for all purposes, or (ii) such personal property is rescind this Agreement, whereupon this Agreement shall terminate and the property Deposit with interest shall be refunded to Purchaser. Purchaser shall elect one of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than two options specified in the preceding sentence within five (5) year prior business days after the earlier of the date that Purchaser receives notice from Seller that ▇▇▇▇▇▇ has elected not to cure the Closing Date and was not renewed.
(d) If on objections or the Closing Date last day of the Real Property 30 day period during which Seller attempts to eliminate the objections by Purchaser. In the event that Purchaser fails to timely make such election, Purchaser shall be affected by any lien which, deemed to have elected to rescind the Agreement pursuant to the provisions of this Agreement, is required to option (ii) above. The Title Commitment shall be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained updated by the Title Company at and Closing Agent five (5) days prior to Closing. Any title exception appearing in the updated Title Commitment, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and other than a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Dateprior Permitted Exception hereunder, shall be an objection treated as a title defect and shall be subject to title if the making of a written Title Company insures against collection thereof from or out Notice by ▇▇▇▇▇▇▇▇▇ after receipt of the Real Property and/or the Improvementsupdated Title Commitment prior to Closing. (b) Survey: Purchaser shall, and provided further that Seller deposits with the Title Company a sum of money at Purchaser’s expense, obtain an ALTA/ACSM or a parental guaranty reasonably acceptable Florida Minimum Technical Standards survey of the Property from a registered Florida land surveyor, which shall be certified to Purchaser, Seller, the Title Company and sufficient to secure a release of the Property from Title and Closing Agent (the lien thereof“Survey”). If a search of title discloses judgmentsthe Survey reflects any encroachments, bankruptciesclosure errors, or other returns against other persons having names material, adverse survey matters, Purchaser shall deliver written objections to Seller with respect to such matters prior to Closing along with a copy of the Survey (collectively, “Survey Objections”). Timely Survey Objections delivered by Purchaser shall be treated in the same manner as or similar to that Title Objections hereunder in accordance with the provisions of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsParagraph 9(a) above.
Appears in 1 contract
Sources: Sale Agreement
Title Commitment. No later than thirty (a30) days following the date hereof, Seller shall deliver to Purchaser has ordered a title insurance commitment with respect to for a ALTA Owner's Title Insurance Policy (the Real Property issued"Title Commitment"), issued by the Title Company Company, showing Purchaser as the proposed insured and Seller as the current holder of fee simple title to the real property described on Exhibit A hereto, subject to the standard printed exceptions. The amount of coverage provided by the Title Commitment shall be equal to the Purchase Price. If Purchaser objects to any exceptions to title shown in the Title Commitment or the Survey (the “Title Commitment”as hereinafter defined). On , other than Permitted Exceptions (which Purchaser, by execution of this Agreement, has agreed to accept) and mortgage liens (which Seller shall release on or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Closing Date”), Purchaser shall notify give Seller in writingwritten notice of such objection within five (5) business days following the date of Purchaser's receipt of both the Title Commitment and Survey. Any exceptions to title shown on the Title Commitment or the Survey to which Purchaser does not so object shall become additional "Permitted Exceptions" for purposes of this Agreement. If the Title Commitment or Survey disclose exceptions to title to which Purchaser has so objected, Seller shall, at its option, have thirty (30) days from the date of Purchaser's notice of objection to have such exceptions removed from the Title Commitment or Survey (or to have the Title Company commit to insure over such unpermitted exceptions) and provide evidence thereof to Purchaser, and the Closing Date shall be delayed if there are necessary to allow for said thirty (30) day period. If Seller fails to have such unpermitted exceptions removed (or insured over to Purchaser's reasonable satisfaction), Purchaser may elect, as its sole remedy, by notice to Seller given within five (5) days following the earlier to occur of: (i) any monetary liens the date Seller informs Purchaser that such unpermitted exceptions will not be removed or other title exceptions that Purchaser objects to (“Title Objections”) insured over; or (ii) any Survey Objection. In the expiration of said thirty (30) day period, to (a) terminate this Agreement (in which event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and Deposit shall be deemed forthwith returned to have waived its right to object to any Survey Objection.
Purchaser), or (b) After the Title Objection Date, if the Title Company raises any new exception to accept title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to such unpermitted exceptions and close the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedtransactions contemplated hereby.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. (a) Within thirty (30) days after the Effective Date, Purchaser has ordered will obtain, at Purchaser’s expense (which expense shall be commercially reasonable), a preliminary title commitment (and complete legible copies of all documents or items referenced therein as exceptions) issued by an insurance commitment company licensed in Georgia and South Carolina (with respect to the Real Greenville Land) (referred to herein as the “Title Company”), in respect of the Property issued(collectively, by the Title Company (the “Title Commitment”). On Purchaser shall, on or before March 12the expiration of the Contingency Period (the “Objection Period”), 2014object in writing to any matters shown in the Title Commitment to which it wishes to object. Purchaser’s failure to timely object to any such matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become Permitted Exceptions. If Purchaser shall provide timely objects to Seller any item set forth in the Title Commitment, together with legible copies then Seller shall take reasonable good faith efforts to cure such objections, or agree and acknowledge in writing that such objections will be cured prior to or upon Closing. Seller shall have until 5:00 p.m. (Eastern Time) on the date which is five (5) days after the expiration of the title exceptions listed thereon. On or before March 28, 2014 Objection Period (the “Title Objection Cure Date”)) to cure such objections or agree and acknowledge in writing that such objections will be cured prior to or upon Closing. If Seller timely cures or commits in writing to cure such objections, then the Title Commitment shall be deemed approved, and all other exceptions therein shall then become Permitted Exceptions. If Seller does not timely cure such objections prior to the Cure Date, then Purchaser shall notify Seller in writingshall, if there are on or before the expiration of the Contingency Period, either (i) any monetary liens or other title exceptions that Purchaser objects terminate this Agreement by delivering to (“Title Objections”) Seller a written notice of termination, whereupon Escrow Agent shall disburse the ▇▇▇▇▇▇▇ Money to Purchaser, the Agreement will terminate and each party shall continue to be obligated under the Surviving Obligations, or (ii) any Survey Objectionwaive its objection to the disapproved items that Seller has not cured or committed to cure, which shall then become Permitted Exceptions. In the event Purchaser’s failure to timely deposit with Seller does not receive and Escrow Agent a written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and termination shall be deemed to have waived constitute Purchaser’s waiver of its right objection to object to any Survey Objectionsaid items and such items shall become Permitted Exceptions.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel Purchaser shall have five (5) Business Days business days after he or she receives notice receipt of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(cincluding receipt of any documents referenced in such update) All taxesto object to any matters disclosed therein which were not disclosed in the original Title Commitment, water rates or chargesand the procedure for objecting to such matters and Purchaser’s right to terminate this Agreement, sewer rents and assessmentsif applicable, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against as set forth in Section 4.1(a) above except that the Real Property, such items “Objection Period” shall not be Title Objections if (i) mean the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior business day period referred to the Closing Date and was not renewedin this clause (b).
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Supertel Hospitality Inc)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect hereby acknowledges its receipt of the Title Commitment. Purchaser shall deliver written notice to the Real Property issued, by Seller and the Title Company on or before the expiration of three (3) Business Days after the receipt of the New Survey (such notice being called the “Title CommitmentObjection Notice”). On or before March 12, 2014, Purchaser shall provide ) if the condition of title to Seller the Property as set forth in the Title CommitmentCommitment is not satisfactory. In the event Purchaser states in the Objection Notice that the condition of title to the Property is not satisfactory, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 Seller may (the “Title Objection Date”but shall not be obligated to), Purchaser shall notify Seller at Seller’s sole cost and expense, undertake to eliminate or modify all unacceptable matters described in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects the Objection Notice to (“Title Objections”) or (ii) any Survey Objectionthe reasonable satisfaction of Purchaser. In the event Seller does has not receive satisfied (or elected to satisfy by Closing) such objections between the date Seller receives the Objection Notice and 5:00 p.m. Dallas, Texas time one (1) Business Day before the expiration of the Inspection Period (such period being called the “Cure Period”), Purchaser may, at its option and as its sole remedy, either (a) accept title to the Property subject to the objections raised by Purchaser, without an adjustment in the Purchase Price, in which event such objections shall be deemed to be waived for all purposes, or (b) terminate this Agreement by written notice delivered to the Title Company and Seller prior to 5:00 p.m. Dallas, Texas time on the final day of any Title Objections or Survey Objection the Inspection Period, in which event the Escrow Deposit shall be delivered to Seller by the Title Objection DateCompany and this Agreement shall be of no further force or effect. Notwithstanding the foregoing, TIME BEING OF THE ESSENCEif Seller fails to cure any Monetary Lien or if Purchaser terminates this Agreement pursuant to Section 1.04(f), then the Escrow Deposit shall be refunded to Purchaser will be deemed to have accepted or waived such exceptions to title set forth on by the Title Commitment as permitted exceptions (as accepted or waived Company. If Seller has not responded to Purchaser’s Objection Notice by Purchaserthe end of the Cure Period, the “Permitted Exceptions”) and Seller shall be deemed to have waived its right given notice that it does not intend to object to cure any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, of Purchaser’s counsel objections. If Purchaser shall have five fail to deliver the Objection Notice upon the earlier to occur of (5i) no later than three (3) Business Days after he or she receives notice receipt of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real PropertySurvey, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date expiration of the Inspection Period, Purchaser shall be conclusively deemed to have approved the condition of the title to the Property as set forth in the Title Commitment and was not renewed.
(d) If on the Closing Date the Real Property New Survey, and all matters set forth therein shall be affected by any lien whichincluded within the Permitted Exceptions (as hereinafter defined). Notwithstanding the foregoing, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller at its cost, shall not be required obligated to discharge cure or satisfy the same of record provided the money necessary to satisfy the lien is retained remove by the Title Company at Closing, the following: all mortgages and the Title Company either omits the lien as an exception from the title insurance commitment or insures deeds of trust against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien mechanics’ and materialmens’ liens and all other liens against the Property on the Closing Dateof a liquidated amount, shall be an objection to title if the Title Company insures against collection thereof from including any interest, penalties and fees associated therewith arising by, through or out of the Real Property and/or the Improvements, and provided further that under Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections(collectively “Monetary Liens”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Resource Apartment REIT III, Inc.)
Title Commitment. Within ten (a10) days from the Effective Date, Seller will deliver to Purchaser has ordered a preliminary title insurance commitment with report (and complete legible copies of all documents or items referenced therein as exceptions) issued by ▇▇▇▇▇▇▇ Title North Texas, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 214/220-2060, (Attn: ▇▇▇▇▇ ▇▇▇▇) as agent for ▇▇▇▇▇▇▇ Title Guarantee Corporation (“Title Company”) in respect to of the Real Property issued(collectively, by the Title Company (the “Title Commitment”). On Purchaser shall, on or before March 12the expiration of the Objection Period, 2014approve or disapprove in writing the Title Commitment. Purchaser’s failure to either timely approve or disapprove in writing the Title Commitment shall be deemed to constitute Purchaser’s approval of same, and such shall then become Permitted Exceptions. If Purchaser shall provide to Seller timely disapproves any item set forth in the Title Commitment, together with legible copies of then Seller shall have the title right, but not the obligation, to attempt to cure or cause to be cured such disapproved item. Seller shall have until 5:00 p.m. (Central Time) on the Cure Date to cure such disapproved item. If Seller timely cures all disapproved items, then the Title Commitment shall be deemed approved, and all other exceptions listed thereontherein shall then become Permitted Exceptions. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event If Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCEtimely cure all disapproved items, then Purchaser will be deemed to have accepted shall, on or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have before five (5) Business Days days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Cure Period, to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if either (i) terminate this Agreement by depositing with Seller and Escrow Agent a written notice of termination, whereupon Escrow Agent shall release and return the personal property covered by such security interests are no longer in or on the Real Property▇▇▇▇▇▇▇ Money to Purchaser, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior waive in writing its objection to the Closing Date disapproved items, which shall then become Permitted Exceptions. Purchaser’s failure to timely deposit with Seller and was not renewed.
(d) If on Escrow Agent a written notice of termination or waive its objection to the Closing Date the Real Property disapproved items shall be affected by any lien which, pursuant deemed to the provisions constitute Purchaser’s waiver of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an its objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, said items and such search results shall not be deemed Title Objectionsbecome Permitted Exceptions.
Appears in 1 contract
Sources: Real Estate Purchase and Sale Agreement (Pinnacle Entertainment Inc)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) days following the Effective Date, Purchaser has ordered shall obtain, at Seller’s sole cost and expense, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) for a standard form ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2014, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within ten (10) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, on or prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment, and (iii) any liens or notices of violation issued by a governmental entity which, if not cured, could reasonably be expected to become a lien on the Property (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within fifteen (15) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, issued by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.A., Attn. D. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Street, Suite 600, Orlando, FL 32801 (the “ Title Company”) as agent for First American Title Insurance Company (“First American”). On or before March 12, 2014a national title underwriter, Purchaser shall provide insuring good and marketable fee simple title to Seller the Title CommitmentProperty, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a Permitted Encumbrance, or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “ Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionexceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“ Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates this Agreement pursuant to the Title Commitment as Permitted Exceptions.
immediately preceding sentence, (a) the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to receive reimbursement from Seller for all out-of-pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement, and (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on neither party shall have any further obligations hereunder other than the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedSurviving Obligations.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. Buyer shall be responsible, at its expense, for obtaining such title commitment for the Owned Real Property (a“Title Commitment”) Purchaser has ordered a issued by such title insurance commitment with respect company as shall be acceptable to the Real Property issued, by the Title Company Buyer and Seller (the “Title CommitmentCompany”). On Buyer shall be entitled to make any reasonable objection to any title matters shown on the Title Commitment or Surveys by a written notice of objections delivered to Seller on or before March 12August 15, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies 2016. Buyer agrees that each of the Permitted Encumbrances listed in Schedule 3.12 shall not be included in any such notice of objections, unless any such Permitted Encumbrance would materially impair the continued use and operation of the Healthcare Facilities in the manner currently operated by Seller. Seller shall have no obligation to remove or cure title exceptions listed thereon. On objections, except for the following items, which shall be removed or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify cured by Seller in writing, if there are by or at Closing: (i) any monetary liens or other title exceptions that Purchaser objects lien for taxes for calendar years prior to (“Title Objections”) or 2016 and (ii) any Survey Objectionexceptions or encumbrances to title which are created by Seller after the date of this Agreement and not permitted by Section 5.3(j). In As to any other exceptions or objections raised by Buyer, Seller shall have ten (10) Business Days from the event receipt of Buyer’s notice of objections to have such exceptions or objections removed, or, if acceptable to Buyer, to provide affirmative title insurance protection for such exceptions reasonably satisfactory to Buyer. If Seller does not receive fails either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections reasonably satisfactory to Buyer in Buyer’s sole discretion within such ten (10) day period, then Buyer may elect to terminate this Agreement by delivering written notice of to Seller no later than three (3) business days following such period. Buyer shall have the right at any Title Objections time on or Survey Objection by prior to the Title Objection DateClosing Date to waive any objections that it may have made and, TIME BEING OF THE ESSENCEthereby, then Purchaser will be deemed to preserve this Agreement in full force and effect. Buyer shall have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
adverse change in title (b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Propertyextent not arising by, Purchaser’s counsel shall have five (5through or under Buyer) Business Days which first appears of record after he the date of this Agreement and on or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date which change would materially adversely affect the use of the Healthcare Facilities in and was not renewed.
for substantially the use to which such Healthcare Facilities are presently being employed or involve a loss in the fair market value (das reasonably determined by independent MAI appraisal by an appraiser mutually agreed by Seller and Buyer) If on of the Closing Date the Owned Real Property shall be affected by any lien whichin excess of $500,000, pursuant to the provisions of this Agreement, is required to be discharged and if Seller cannot or satisfied by Seller, Seller shall will not be required to discharge cure or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of any such lien.
objection (e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property objection which Seller has previously undertaken to cure or satisfy) on or prior to the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from Buyer may either terminate this Agreement or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that waive such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsobjection.
Appears in 1 contract
Sources: Asset Purchase Agreement (Sunlink Health Systems Inc)
Title Commitment. Seller has (ai) caused to be issued and delivered to Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) issued by Chicago Title Insurance Company, 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; Attention: M▇▇▇▇ ▇▇▇▇▇▇ (the “Title Company”), accompanied by a copy of all recorded documents affecting the Property listed as exceptions in Schedule B of the Title Commitment and (ii) delivered to Purchaser a copy of the existing ALTA survey of the Property prepared by A▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Surveyors, dated November 3, 2011 (the “Survey”). On or before March 12, 2014At least ten (10) Business Days prior to the Outside Termination Date, Purchaser shall provide furnish Seller with notice of any objections Purchaser has to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 Commitment and Survey (the “Title Objection Date”); provided, however, Seller shall have no obligation to cure any such objections. In no event shall a failure by Purchaser to deliver notice of objections to the Title Commitment by the Title Objection Date be deemed a default by Purchaser under this Contract. Any matters existing as of the Title Objection Date to which Purchaser does not object, shall be deemed Permitted Exceptions. All defects, encumbrances, encroachments or other objections to title or the Survey or any survey of the Property or any part thereof that exist as of the Outside Termination Date and which Seller has not in this Contract or in a separate writing expressly agreed to remove, shall be deemed Permitted Exceptions. Following the Outside Termination Date, Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have within five (5) Business Days after he of becoming actually aware of any other defects, encumbrances, encroachments or she receives notice other objections to title or the Survey or any survey of such exception (the “New Objection Date”) (Property or as promptly as possible prior any part thereof that are not Permitted Exceptions. Any defects, encumbrances, encroachments or other objections to the Closing if such notice is received title that are not Permitted Exceptions that are not timely objected to in accordance with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will this Section 8.1 shall be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Contract of Sale (American Realty Capital - Retail Centers of America, Inc.)
Title Commitment. Seller has delivered or made electronically available to Purchaser a current ALTA Form B title commitment (aor such other comparable form as is customary in the state where the Property is located) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) for an owner’s title insurance policy issued by the title company identified in Line 10 of the Summary Statement (the “Title Company”) to be in the amount of the Purchase Price, 2014covering title to the Land, Purchaser shall provide to Seller the Title CommitmentImprovements and Appurtenant Rights, together with legible copies of each of the documents underlying the title exceptions listed thereontherein. Seller shall deliver or cause the Title Company to promptly deliver the Title Commitment and underlying documentation to the surveyor preparing the Survey (as defined below). On or before March 28, 2014 the date that is three (3) days before the Approval Date (the “Title Objection Date”), Purchaser shall will notify Seller in writing, if there are writing (ithe “Exception Notice”) any monetary liens or other as to those title exceptions that listed in the Title Commitment which it will accept (the “Permitted Exceptions”). If Purchaser objects fails to (“Title Objections”) provide Seller the Exception Notice on or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by before the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will the title exceptions listed in the Title Commitment shall be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “be Permitted Exceptions”) Exceptions and Purchaser shall be deemed to have waived its right to object to any Survey Objection.
such exceptions. Seller shall have the right, but not the obligation, until the sooner of (bx) After the Closing Date, or (y) the date which is ten (10) days after the date Seller receives the Exception Notice (the sooner of which is hereinafter referred to as the “Title Clearance Date”) to have all title exceptions other than Permitted Exceptions (collectively, the “Unpermitted Exceptions”) removed from the Title Objection DateCommitment or to have Title Company commit to insure, if at Seller’s expense and in a form acceptable to Purchaser in its sole discretion, against any and all loss or damage that may be occasioned by any such Unpermitted Exceptions. If Seller fails on or before the Title Company raises any new exception Clearance Date to reasonably demonstrate to Purchaser that the Unpermitted Exceptions have been removed, or in the alternative, that Seller has obtained a commitment for title indemnification or title insurance in a form acceptable to Purchaser in its sole discretion over such Unpermitted Exceptions, then, in either such case, Purchaser shall, as its sole remedy, have the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception option (the “New Objection DateTitle Election”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if either (i) terminate this Agreement, in which case the personal property covered by such security interests parties hereto shall have no further obligations hereunder (except for obligations that are no longer in or on expressly intended to survive the Real Propertytermination of this Agreement), and receive a return of the ▇▇▇▇▇▇▇ Money, or (ii) such personal property is proceed with Closing, in which case the property Purchase Price shall be reduced by an amount equal to the aggregate amount of all tax, judgment, mechanics’ and other liens of a Tenantdefinite and ascertainable amount not in excess of $150,000 that constitute Unpermitted Exceptions and Purchaser shall be deemed to have waived any objection to any other Unpermitted Exceptions. Notwithstanding the foregoing, and to the extent that an Unpermitted Exception is in the form of lien to secure a borrowing of monies by Seller, any other voluntary lien permitted by Seller executes and delivers an affidavit as evidenced by Seller’s execution of such lien instrument or a mechanics’ lien for work directly contracted for by Seller in writing, then the $150,000 limitation shall not apply to such effect, lien. If Purchaser fails to notify Seller of its Title Election by the earlier of the Closing Date or the security interest was filed more than five (5) year prior to days after the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property Title Clearance Date, Purchaser shall be affected by any lien which, pursuant deemed to have elected to proceed with the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienset forth in subclause (ii) above.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Real Estate Purchase and Sale Agreement (KBS Strategic Opportunity REIT, Inc.)
Title Commitment. No later than thirty (a30) Purchaser has ordered a title insurance commitment with respect to days following the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014Effective Date, Purchaser shall provide to Seller obtain the Title CommitmentCommitment and forward a copy of same to Seller, together with legible copies of at Seller's sole cost and expense. If the Title Commitment discloses exceptions to title exceptions listed thereon. On other than the Permitted Title Exceptions or before March 28the Removable Liens, 2014 (the “Title Objection Date”), then Purchaser shall notify Seller in writingwriting within ten (10) days after the delivery of the Title Commitment identifying with specificity the unpermitted exception. Seller shall have thirty (30) days from the date of the delivery of the notice to have the unpermitted exceptions removed from the Title Commitment and to deliver a revised Title Commitment to Purchaser. If Seller fails to provide Purchaser with the revised Title Commitment within the thirty (30) day period, if there are Purchaser may elect, by the delivery of written notice thereof to Seller within the following five (5) days, to (i) any monetary liens or other title exceptions that Purchaser objects terminate this Agreement, in which event the Deposit shall be forthwith returned to (“Title Objections”) Purchaser, as its sole and exclusive remedy, and except for Purchaser's obligations under Sections 7.1 and 10.2, this Agreement shall terminate or (ii) any Survey Objection. In accept title subject to the event Seller does unpermitted exceptions which have not receive written notice of any Title Objections or Survey Objection by been removed from the Title Objection DateCommitment. If Purchaser fails to make such election, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right elected to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to accept title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received in accordance with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on above. On the Closing Date, shall be an objection to title if Seller shall, at Seller's sole cost and expense, cause the Title Company insures against collection thereof from Insurer to issue an owner's title insurance policy or out of the Real Property and/or the Improvements, prepaid commitment therefor (herein a "Title Policy") pursuant to and provided further that Seller deposits in accordance with the Title Company a sum of money or a parental guaranty reasonably acceptable Commitment, insuring fee simple title to the Property in Purchaser, subject to the Permitted Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsExceptions.
Appears in 1 contract
Title Commitment. (a) Prior to the execution and delivery hereof, Seller has caused the Title Company to furnish to Purchaser has ordered a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”), by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance commitment (the “Title Policy”) in the amount of the Purchase Price on the ALTA Owner Policy of Title Insurance with respect extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property issuedto be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller deliver the Title Commitment, together with legible copies Policy to Purchaser at Closing effective as of the title exceptions listed thereon. On or before March 28date and time of the recording of the Deed, 2014 (in the “Title Objection Date”)amount of the Purchase Price, insuring Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice as owner of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to fee simple title to the Real Property, Purchaser’s counsel and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date.
(b) Purchaser shall have five until the date which is three (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (53) Business Days prior to the Closingexpiration of the Inspection Period to notify Seller, in writing (the “Title Notice”), of such objections as Purchaser may have to provide Seller with written notice if such exception constitutes a anything contained in the Title ObjectionCommitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not receive negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement.
(c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such Title Objection by the New Objection Datedate, Purchaser will be deemed to have accepted waived any objection to the exceptions New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to title the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth on any updates above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to the Title Commitment Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.The term “Permitted Exceptions” means:
Appears in 1 contract
Sources: Agreement of Sale and Purchase (KBS Real Estate Investment Trust II, Inc.)
Title Commitment. (a) Purchaser Seller has ordered a delivered to Purchaser, on or before the Effective Date of this Contract, an ALTA Form 1992 title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) from the Escrow Agent setting forth the status of the title to the Land and the Improvements, pursuant to which the Escrow Agent agrees to insure title to the Land and the Improvements pursuant to an ALTA Owner’s Extended Coverage Policy in the full amount of the Purchase Price (the “Title Policy”). On or before March 12, 2014, Purchaser shall provide and (ii) legible copies of all documents referred to Seller in the Title Commitment (the “Title Documents”).
(b) If any exceptions appear in the Title Commitment, together with legible copies of other than the title exceptions listed thereon. On or before March 28standard printed exceptions, 2014 that are unacceptable to Purchaser, then Purchaser shall, within ten (10) days after the Effective Date (the “Title Objection DateReview Period”), Purchaser shall notify Seller in writingwriting of such fact. If, if there are on or before five (5) days after receipt of such notice (the “Title Cure Period”) from Purchaser, Seller fails to either cure or agree to cure by Closing any such objection (without having any obligation to do so), then Purchaser may terminate this Contract by delivering written notice to Seller and the Escrow Agent within five (5) days after the end of the Title Cure Period, and upon such termination Purchaser, subject to the provisions of Section 3.3 above, shall be entitled to a prompt return of the ▇▇▇▇▇▇▇ Money Deposit as Purchaser’s sole and exclusive remedy for Seller’s failure to eliminate or modify any title exceptions. Failure of Purchaser to notify Seller and the Escrow Agent as aforesaid and/or to terminate this Contract as permitted under this Section 4.2 shall be deemed approval by Purchaser of any unacceptable exceptions which have not been eliminated or modified, and Purchaser shall accept such title as Seller can deliver. For the purposes of this Contract, (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or the lien for general real estate taxes for the calendar year during which the Closing shall occur and subsequent years, (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections all easements, restrictions, other conditions or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth encumbrances which are shown on the Title Commitment and/or the Survey and which are not objected to by Purchaser and/or are not cured by Seller as permitted exceptions described above, (iii) the Declaration, and (iv) the Leases are hereinafter collectively referred to as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Within ten (a10) business days after the Effective Date hereof, Purchaser, at its expense, shall cause the Title Company to issue and deliver to Purchaser has ordered a title insurance commitment with respect and Seller the Title Commitment and copy of the Title Documents. If the Title Commitment discloses exceptions other than the Permitted Exceptions ("Unpermitted Exceptions"), Seller agrees to use good faith efforts to have any such Unpermitted Exceptions removed from the Real Property issued, Title Commitment by the Title Company at or prior to Closing. Seller, in its discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey ObjectionUnpermitted Exceptions. In the event Seller does not receive written notice of any Title Objections is unable to eliminate the Unpermitted Exceptions on or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived before such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the adjourned Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if elect (i) to terminate this Contract by notice given to the personal property covered by such security interests are Seller, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser as Purchaser's sole remedy hereunder and Purchaser and Seller shall have no longer further obligations to each other hereunder except as otherwise provided in or on the Real PropertySections 3.04 and 3.05 of this Contract, or (ii) to accept title subject to such personal property is Unpermitted Exceptions and receive no credit against or reduction in the property Purchase Price. Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Commitment, except that Seller shall pay or discharge any and all liens and encumbrances which can be satisfied by payment of a Tenant, liquidated amount and Seller executes and delivers an affidavit to such effect, are not created by or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception resulting from the title insurance commitment or insures against collection thereof from out acts of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienPurchaser.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) for a standard form ALTA Extended Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2014, Purchaser shall provide to Seller issued by the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. Before the Due Diligence Termination Date, Purchaser will obtain (a) Purchaser has ordered and deliver a copy to Seller of), at Purchaser’s expense, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide ) issued by a title insurance company authorized to Seller transact business in the Title Commitment, together with legible copies State of the title exceptions listed thereon. On or before March 28, 2014 Florida (the “Title Objection DateInsurer”), committing to insure the title to the Real Property and Improvements in the amount determined by Purchaser shall notify and subject to the Schedule B-2 exceptions therein (the “Exceptions”), upon satisfaction of the Schedule B-1 requirements therein. Purchaser will have until the Due Diligence Termination Date, to examine the Title Commitment. It is a condition of Purchaser’s obligation to close and pay to Seller in writing, if there are the Purchase Price that title to the Real Property and Improvements is marketable and insurable subject only to: (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or real property taxes and assessments for the year in which the Closing occurs, which shall be prorated as provided for herein, and for subsequent years, (ii) any Survey Objection. In zoning and other regulatory laws and ordinances affecting the event Seller does not receive written notice of any Title Objections or Survey Objection Real Property, (iii) those Exceptions accepted by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed pursuant to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions this Section 9.01 (as accepted or waived by Purchasercollectively, the “Permitted Exceptions”) ). If Purchaser determines, in its sole and shall be deemed to have waived its right to object to absolute discretion, that any Survey Objection.
(b) After Exception is unacceptable, Purchaser will notify Seller in writing on or before the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Due Diligence Termination Date of Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception objections (the “New Objection DateNotice”) (or as promptly as possible ). If Purchaser timely delivers the Objection Notice to Seller, Seller will use reasonable good faith efforts to cure the title matters described in the Objection Notice prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event that Seller, using reasonable good faith efforts, is unable to cure the title matters described in the Objection Notice prior to Closing, then Purchaser shall have the option of either (x) proceeding to Closing and accepting title to the Property “as is”, without diminution in the Purchase Price, or (y) terminating this Agreement by written notice to Seller, in which event this Agreement shall be cancelled, the Deposit shall be returned to Purchaser, and neither party shall have any further obligations to each other with respect to the matters contained in this Agreement, except for those matters which survive the termination of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, at the Closing, Seller does not receive notice shall be obligated to: (a) discharge, satisfy and/or caused to be dismissed, as applicable, either at or before Closing, all Liens, including, without limitation, mortgages, construction Liens, Notices of such Title Objection Commencement, Tax Liens, and the Summit Actions; (b) remove or cause to be cured or discharged any Exception that was caused by the New Objection Datenegligent or intentional act of any of the Seller Parties or an Affiliate of any Seller Party (including any Additional Title Defects shown on any Updated Survey pursuant to Section 9.05 below), Purchaser will it being agreed by Seller that the creation of any such Exceptions shall be deemed to have accepted prohibited by the exceptions to title terms of this Agreement; (c) cause all Schedule B-1 Requirements set forth on any updates to in the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Sellersatisfied, Seller shall not be required except for those pertaining to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingPurchaser, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out Tenants in possession of the Real Property and/or the Improvements, pursuant to their Real Property Leases; and provided further that Seller deposits with (d) cause all pre-printed exceptions set forth in Schedule B-II of the Title Company a sum of money or a parental guaranty reasonably acceptable Commitment to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsdeleted.
Appears in 1 contract
Title Commitment. Within fifteen (a15) days after the Effective Date and at least fifteen (15) days prior to Closing, Seller will furnish to Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) covering the Property with insurance in an amount equal to the total Purchase Price, 2014, Purchaser shall provide to Seller issued by the Title Commitment, Company together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 all instruments (the “Title Objection DateInstruments”), ) reflected as exceptions therein. The Title Commitment will show Seller to be owner of good and indefeasible fee simple title. Purchaser shall have fifteen (15) days (the “Review Period”) after receipt of the Survey, Title Commitment, and Title Instruments in which to examine same and either accept title and survey matters as it then is (“No Objections Acceptance”) or to notify Seller in writing, if there are (i) writing of any monetary liens or other title exceptions that Purchaser objects objections to (“Title Objections”) or (ii) any Survey Objectionsame. In the event of notification to Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived objections by Purchaser, Seller may, but shall have no obligation to, undertake to eliminate or modify such objectionable items to the reasonable satisfaction of Purchaser within fifteen (15) days (the “Permitted ExceptionsCure Period”) after receipt of such notice of objections. If Purchaser’s objections cannot be so cured to Purchaser’s reasonable satisfaction on or before the expiration of the Cure Period, Purchaser, at its sole and exclusive option, may elect to accept title and survey matters as it then is (“Purchaser’s Title and Survey Approval”) and shall be deemed to have waived its right to object waive all objections to any Survey Objection.
other unpermitted exceptions by serving written notice to Seller within fifteen (b15) After days following the Title Objection Date, if expiration of the Title Company raises any new exception to title to the Real Property, PurchaserSeller’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), Cure. Failure to provide Seller with written notice if such exception constitutes a of Purchaser’s Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will and Survey Approval within said fifteen (15) day period shall be deemed Purchaser’s election to have accepted terminate this Contract. Notwithstanding anything contained herein to the contrary, Seller shall be obligated (at its sole cost) to cause to be released and reconveyed from the Property and to remove as exceptions to title set forth on any updates prior to the Title Commitment as Permitted Exceptions.
Closing, (ccollectively, the “Mandatory Cure Items”) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) all any security instrument securing an indebtedness of Seller encumbering the personal property covered by such security interests are no longer in Property or on the Real Property, or any portion thereof; (ii) such personal property is the property of a Tenantall monetary liens, including without limitation, tax liens, judgment liens, and Seller executes and delivers an affidavit mechanic’s liens, arising by, through or under Seller. If this Contract is terminated in accordance with the terms of this Section 2.02, the ▇▇▇▇▇▇▇ Money shall be promptly returned to such effect, or the security interest was filed more than five (5) year prior Purchaser upon Purchaser’s written request to the Closing Date Escrow Agent and was neither party shall thereafter have any further duties, rights or obligations hereunder; except as to those obligations hereunder that expressly survive a termination of this Contract. Any exceptions accepted by Purchaser or not renewed.
(d) If on timely objected to as aforesaid shall be hereafter collectively referred to as “Permitted Encumbrances”. Title to the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company delivered at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if free and clear of all matters except the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsPermitted Encumbrances.
Appears in 1 contract
Sources: Contract of Sale (Inland Land Appreciation Fund Ii Lp)
Title Commitment. (a) Purchaser has ordered Buyer, at its cost and expense, shall obtain and cause a copy to be furnished to Seller of a current title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide ) issued by a title insurance company selected by Buyer and reasonably acceptable to Seller (the “Title CommitmentCompany”), together with legible copies of all exceptions to title referenced therein. The Title Commitment shall set forth the state of title to the Real Property, together with all exceptions listed thereonor conditions to such title, including all easements, restrictions, rights-of-way, covenants, reservations, and all other encumbrances affecting the Real Property which would appear in an owner’s or leasehold title policy, if issued. On The Title Commitment shall contain the express commitment of the Title Company to issue one or before March 28more owners’ or leasehold title policies (collectively, 2014 (the “Title Objection DatePolicy”), Purchaser shall ) to Buyer in an amount equal to the amount of purchase price as allocated per Section 2.3 of the Real Property insuring such title to the Real Property as is specified in the Title Commitment. Buyer will have twenty (20) days from the date Buyer receives the Title Commitment and Survey (as defined below) within which to cause the Title Commitment and the Survey to be examined and to notify Seller in writing, if there are (i) writing of any monetary liens or other material objections to Seller’s title exceptions that Purchaser objects to reflected by the Title Commitment and the Survey (“Title ObjectionsBuyer’s Objection”). Seller shall have twenty (20) or days from receipt of Buyer’s written objections to cure the material defects set forth therein, and to provide Buyer with written notice of Seller’s action to remedy such objection. (ii) any Survey Objection“Seller’s Response”). In the event If Seller does not receive timely cure and provide such notice, Buyer may, within three days thereafter either (a) accept title to the Real Estate as provided, or (b) terminate the Agreement in written notice to Seller. If Buyer does not deliver to Seller written notice of any Title Objections or Survey Objection by the Title Objection Datetermination within such day three day period, TIME BEING OF THE ESSENCE, then Purchaser Buyer will be deemed to have accepted or waived such exceptions title to the Real Estate as shown in the Title Commitment without reduction of Purchase Price. At Closing, an authorized agent of the Title Company shall down-date and initial the Title Commitment to reflect the condition of title set forth on of the Real Property must be consistent with the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed modified to have waived its right to object to any Survey Objectiondelete Buyer’s objections therefrom.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Asset Purchase Agreement (Tandem Health Care, Inc.)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 125:00 o'clock p.m., 2014central ---------------- daylight savings time on the 5/th/ day after the Effective Date, Purchaser shall CDA will provide to Seller the Trade Partners a preliminary binder for issuance of an ALTA owner's title insurance policy (the "Title Commitment") reflecting TradeArk as the proposed insured, in the amount equal to the Agreed Land Value, issued by Beach Abstract & Guaranty Company, as agent for Chicago Title Insurance Company, showing fee simple title to the Maumelle Tracts to be in CDA, together with copies of all documents listed therein as exceptions to title. The Title Commitment shall include endorsements for zoning, non-imputation for any matters known to CDA as exception to the matters known to insured and undisclosed exception, contiguity (where applicable), access, tax parcel number, and survey, and the Commitment shall be without the "standard exceptions" that may be removed upon receipt of an owner's affidavit and a survey certified to the rifle company. Trade Partners shall be allowed ten (10) business days after receipt of all of the surveys described below, the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such and all exceptions to title set forth on referenced in the Title Commitment as permitted exceptions (as accepted to notify CDA in writing of any objections to CDA's title to the Maumelle Tracts. Title objections may also include any objections arising out of Trade Partners' review of the surveys described below. Said objections shall be in writing or waived be deemed waived. Objections may be determined by Purchaser, Trade Partners in the “Permitted Exceptions”) sole discretion of Trade Partners. Any exception to title disclosed in the Title Commitment and not objected to by Trade Partners and the Assumed Mortgages shall be deemed a "Permitted Exception". Upon receipt of any written objections, CDA shall promptly undertake to have waived its right correct the defects in title objected to object by Trade Partners. If CDA is unable to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have correct such defects within five (5) Business Days days after he Trade Partners' receipt of any written objections to rifle, Trade Partners will have the option to waive such defect or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required to be discharged in which event neither party shall have any further rights or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereofobligations hereunder. If a search of title the rifle binder discloses judgments, bankruptcies, bankruptcies or other returns exceptions against other persons having names the same as or similar to that of SellerCDA, Seller will CDA, on request, shall deliver to Purchaser an affidavit stating Trade Partners and the title company affidavits showing that such judgments, bankruptcies or other returns do exceptions are not apply against CDA. CDA shall also deliver any affidavits and documentary evidence required by the title company to Seller, and such search results shall not be deemed Title Objectionseliminate all exceptions other than the Permitted Exceptions appearing in the title binder.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12▇▇▇▇▇ ▇▇, 2014▇▇▇▇, Purchaser ▇▇▇▇▇▇▇▇▇ shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. On or before ten (a10) Purchaser has ordered days after the date hereof, Real Property Seller, at Real Property Seller's sole cost and expense, shall deliver to Real Property Buyer a Commitment for Title Insurance or a Commitment to Insure (the "Commitment") dated not earlier than the date of this Agreement, issued by Republic Title (the "Title Company"), showing Real Property Seller's title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitmentbe good and indefeasible, together with true, correct and legible copies of all items and documents referred to therein. Real Property Buyer shall have ten (10) days after receipt of said items (and the Survey hereinafter referred to) to examine the condition of title exceptions and approve or disapprove the same. Those items listed thereonin the Commitment and not disapproved of by Real Property Buyer shall be referred to as the "Permitted Exceptions." In the event that Real Property Buyer disapproves of all or any item referred to in the Commitment, Real Property Seller shall have a period of ten (10) days within which it shall use its commercially reasonable efforts (including an obligation to spend up to $150,000.00 in such efforts to cure objections which can be cured by a liquidated sum of money) to cure or remove such exceptions. On In the event Real Property Seller fails to cure all of such items within such ten (10) day cure period, or before March 28, 2014 in the event that Real Property Seller notifies Real Property Buyer (the “Title Objection Date”)"Cure Notice") of which items Real Property Seller will cure (the "Cure Items") and which items Real Property Seller will not be able to cure, Purchaser Real Property Buyer shall notify Seller in writinghave the right, if there are exercisable within five (5) days after the earlier of (i) any monetary liens or other title exceptions that Purchaser objects to the expiration of said ten (“Title Objections”10) day cure period or (ii) any Survey Objection. In the event receipt of Real Property Seller's Cure Notice indicating that Real Property Seller does will not receive written notice cure all of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Buyer's objections, to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required whereupon Real Property Buyer shall be entitled to be discharged or satisfied by Sellera claim under Section 11.2 hereunder. If Real Property Buyer shall not so terminate, Real Property Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, cure all Cure Items and the Title Company either omits the lien as an exception from shall deliver the title insurance commitment or insures against collection thereof from out of in its existing condition with the Cure Items having been cured and Real PropertyProperty Buyer shall, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge by acceptance of such lientitle, waive any objections to such title which have not been cured except as to any uncured Cure Item and warranties contained in the documents of conveyance.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Asset Purchase Agreement (Alford Refrigerated Warehouses Inc)
Title Commitment. Within ten (a10) days after the Contract Date, Seller shall, at Seller’s sole cost, deliver to Purchaser has ordered a commitment (the “Title Commitment”) issued by First American Title Insurance Company, ▇▇ ▇. ▇▇▇▇▇▇▇, Suite 310, Chicago, Illinois, 60603 Attn: ▇▇▇▇ ▇▇▇▇▇▇ (the “Title Company”), for an owner’s title insurance commitment policy with respect to the Real Property issuedLand, in the full amount of the Purchase Price, together with copies of all recorded documents evidencing title exceptions raised in “Schedule B” of such Title Commitment. The date on which Purchaser has received the Title Commitment is referred to as the “Commitment Delivery Date.” During the Inspection Period, Purchaser shall negotiate an ALTA extended coverage proforma title insurance policy (including such endorsements as may be required by the Purchaser) with Title Company (the “Title CommitmentPolicy”). On It shall be a condition precedent to Purchaser’s obligation to proceed to Closing that, at Closing, the Title Company shall issue the Title Policy (or before March 12have given Purchaser at Closing an irrevocable and unconditional commitment in form reasonably satisfactory to Purchaser to issue such Title Policy after Closing) insuring, 2014in the full amount of the Purchase Price, Purchaser shall provide to Seller as the Title Commitment, together with legible copies fee simple owner of the title exceptions listed thereonLand and the Improvements, subject only to the Permitted Exceptions. On If the foregoing condition precedent fails for any reason other than the actions or before March 28, 2014 (the “Title Objection Date”)omissions of Purchaser, Purchaser shall notify Seller in writing, if there are may elect to either (i) any monetary liens or other title exceptions that Purchaser objects proceed to (“Title Objections”) Closing and waive the failure of such condition or (ii) any Survey Objection. In the event Seller does not receive terminate this Agreement by delivery of written notice of any Title Objections to Seller on or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the in which event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real PropertyDeposit shall be returned to Purchaser, or and (ii) such personal property is the property of neither party shall have any further liabilities or obligations hereunder except for those liabilities and obligations that expressly survive a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions termination of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Simpson Manufacturing Co Inc /Ca/)
Title Commitment. (a) Purchaser has ordered acknowledges receipt from the Title Company of a current title insurance commitment with respect to for the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereonthereon and Seller’s vesting deed. On or before March 28, 2014 By the date (the “Title Objection Date”)) which is twenty (20) days after the Effective Date, Purchaser shall notify provide Seller in writingwith written notice of any Survey Objections or objection to matters disclosed by the Title Commitment if Purchaser deems same unacceptable (collectively, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (the “Title and Survey Objections”) or (ii) any Survey Objection). In the event Seller does not receive written notice of any the Title and Survey Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to in the Title Commitment as Permitted Exceptions. Title and Survey Objections shall be handled in accordance with Section 6.3. The Title Commitment shall provide that the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance (the “Title Policy”) in the amount of the Purchase Price on the 1970 ALTA owner’s form insuring Purchaser’s fee simple title to the Real Property, with all requirements satisfied, subject to the terms of such policy and the exceptions described therein, specifically excluding the standard or general exceptions, and specifically excluding any Monetary Obligations (as hereinafter defined). All matters shown on the Existing Survey which are not removed by Seller pursuant to the provisions of Section 6.3 and the exceptions shown on Exhibit G which are not removed by Seller pursuant to the provisions of Section 6.3 will be referred to herein as the “Permitted Exceptions”.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are due and payable and/or are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed without the need for Purchaser to raise as a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingClosing (with authority to pay in the event of enforcement of such lien), and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from or out of the Real PropertyProperty and/or the Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Real Property and/or Improvements from the lien thereofthereof (with authority to pay in the event of enforcement of such lien). If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title and Survey Objections.
(e) Notwithstanding anything to the contrary contained herein, Seller shall be obligated to cure and/or satisfy or cause to be deleted as an exception to title: (x) any standard exceptions (to the extent that the Title Company is willing to delete the same based upon receipt of the Updated Survey and an affidavit from Seller); (y) any of the following exceptions and encumbrances to the title to the Property as may be disclosed by the Title Commitment, all of which shall be referred to herein as “Monetary Objections”: (i) any deed of trust, mortgage, or other security title, assignment of leases, negative pledge, financing statement or similar security instrument encumbering all or any portion of the Property; (ii) mechanics, materialmen, brokers or other similar liens affecting the Property (unless Tenant is obligated to remove the same pursuant to the provisions of the Lease); (iii) the lien of ad valorem taxes, and other similar items affecting the Property which are past due; (iv) any judgment or lis pendens of record against Seller in the county or other applicable jurisdiction in which the Property is located; and (z) any other encumbrance first appearing of record after the effective date of the Title Commitment. To the extent any Monetary Objection has not been cured or satisfied at or prior to Closing, Purchaser shall be entitled to apply a portion of the purchase proceeds to such satisfaction or cure (or withhold such portion as may be necessary to satisfy or cure such Monetary Objection) and Purchaser shall receive a credit against the Purchase Price for any such amounts so applied or withheld. Notwithstanding the foregoing to the contrary, if on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Monetary Obligations if (i) the personal property covered by such security interests are no longer in or on the Real Property and will not be conveyed as part of the Personal Property hereunder, or (ii) such personal property is the property of Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wells Real Estate Investment Trust Inc)
Title Commitment. 3.2.1 Within ten (a10) Purchaser has ordered days following the execution of this Agreement by Buyer and Seller, Seller shall cause Landmark Title Company (“Title Insurer”) to deliver a current commitment for title insurance commitment with respect to on the Real Property issued, by and the Title Company Improvements (the “Title Commitment”) to Buyer and Seller. The Title Commitment shall show the status of title to the Property and the Improvements as of the date of such Title Commitment and shall be accompanied by legible copies of all documents referred to in such Title Commitment (the “Underlying Documents”).
3.2.2 Buyer shall review the Title Commitment and notify Seller in writing of Buyer’s approval or disapproval of any Schedule B exception(s) shown on such Title Commitment within ten (10) days following the date on which Buyer received the Title Commitment and legible copies of all of the Underlying Documents, but in any event before the expiration of the Inspection Contingency Period. On Any exceptions to which Buyer has objected (other than the Permitted Exceptions [defined later]) shall be referred to herein as the “Disapproved Exceptions”. Buyer’s failure to notify Seller in writing of its disapproval of any exception within such time period shall be deemed approval of such exception.
3.2.3 If on or before March 12Closing, 2014, Purchaser shall provide Title Insurer amends the Title Commitment to Seller add any Schedule B exception (other than the Permitted Exceptions listed in subsections (i) through (vii) and in subsections (ix) through (x) of Section 3.3 below) in addition to the Schedule B exceptions shown in such Title Commitment, together with legible copies of as the title exceptions listed thereon. On or before March 28same may have been amended by prior amendments, 2014 (the an “Title Objection DateAdditional Exception”), Purchaser Title Insurer shall give both Buyer and Seller written notice thereof, and Buyer shall notify Seller in writingwriting within ten (10) days of Buyer’s receipt of such amended Title Commitment of Buyer’s approval or disapproval of any Additional Exception. Any Additional Exception which has not been approved by Buyer as provided in this Section 3.2 shall be deemed disapproved and shall be a Disapproved Exception. Buyer’s failure to notify Seller of its approval of any Additional Exception within such time period shall be deemed a disapproval of such Additional Exception. Notwithstanding anything set forth herein to the contrary, if there are the amended Title Commitment is delivered to Buyer less than ten (10) days before the Date of Closing, then Buyer shall be presumed to have objected to any Additional Exception unless Buyer approves in writing of such Additional Exception prior to closing and if such Additional Exception is not so approved by Buyer in writing and cannot be removed from the Title Commitment or the Title Insurer will not agree to insure against loss or damage that may be occasioned by such Additional Exception prior to closing, this Agreement shall be terminated, the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, less the amount of all escrow cancellation fees, if any, payable by Buyer pursuant to Section 5.8, and the Parties shall have no further rights, obligations or liability hereunder, except as may be otherwise expressly provided herein. Any Additional Exception which has been disapproved by Buyer pursuant to the preceding sentence shall be considered a Disapproved Exception.
3.2.4 Within five (5) days after (a) the date Seller receives notice of any Disapproved Exception; or (b) the addition of any Additional Exception, if such addition occurs less than ten (10) days prior to the Date of Closing, Seller shall notify Buyer in writing whether Seller intends to cause such Disapproved Exception or Additional Exception to be removed from the Title Commitment or cause the Title Insurer to commit to insure against loss or damage that may be occasioned by such Disapproved Exceptions. Seller shall have ten (10) days (but in no event later than seven [7] days prior to the Date of Closing) from the date of receipt of any notice of disapproval to cause such Disapproved Exceptions or any Additional Exceptions to be removed from the Title Commitment or cause the Title Insurer to commit to insure against loss or damage that may be occasioned by such Disapproved Exceptions. However, Seller shall have no obligation to cause such Disapproved Exceptions to be removed from the Title Commitment or cause the Title Insurer to commit to insure against loss or damage that may be occasioned by such Disapproved Exceptions; provided, however, if Seller does not cause such Disapproved Exception or Additional Exception to be removed from the Title Commitment or cause the Title Insurer to commit to insure against loss or damage that may be occasioned by such Disapproved Exceptions within seven (7) days prior to the Date of Closing, then Buyer may terminate this Agreement, and upon such termination the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, less the amount of all escrow cancellation fees, if any, payable by Buyer pursuant to Section 5.8, and the Parties shall have no further rights, obligations or liability hereunder, except as may be otherwise expressly provided herein.
3.2.5 Unless Seller notifies Buyer within the time period provided in Section 3.2.4 above that Seller has caused such Disapproved Exceptions to be removed from the Title Commitment or caused the Title Insurer to commit to insure against loss or damage that may be occasioned by such Disapproved Exceptions, Seller will conclusively be deemed to have elected not to cause such Disapproved Exceptions to be removed from such Title Commitment or to cause the Title Insurer to commit to insure against loss or damage that may be occasioned by such Disapproved Exceptions. In such event, unless Buyer shall notify Seller by the earlier to occur of (a) 12:00 p.m. on the Date of Closing or (b) within five (5) days after the earlier to occur of (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) expiration of the 10-day cure period provided in Section 3.2.4 above; or (ii) any Survey Objection. In the event date on which Seller does notifies Buyer in writing that Seller shall not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will cause such Disapproved Exceptions to be deemed to have accepted or waived such exceptions to title set forth on removed from the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After cause the Title Objection Date, if the Title Company raises any new exception Insurer to title commit to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he insure against loss or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will damage that may be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered occasioned by such security interests are no longer Disapproved Exceptions, that Buyer has elected to waive the Disapproved Exceptions and complete the acquisition of the Property in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of accordance with this Agreement, is required then this Agreement shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned to be discharged or satisfied Buyer, less the amount of all escrow cancellation fees, if any, payable by Seller, Seller shall not be required Buyer pursuant to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingSection 5.8, and the Title Company either omits the lien Parties shall have no further rights, obligations or liability hereunder, except as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienmay be otherwise expressly provided herein.
(e) No franchise3.2.6 If this Agreement is terminated as provided in this Section 3.2, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or then the ▇▇▇▇▇▇▇ Money with any former owner of the Property, that may be a lien against the Property on the Closing Dateinterest earned thereon pursuant to Section 2.2.2, shall be an objection returned to Buyer, less the amount of all title and escrow cancellation fees, if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvementsany, payable by Buyer pursuant to Section 5.8, and the Parties shall have no further rights, obligations or liability hereunder, except as may be otherwise expressly provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsherein.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Evans & Sutherland Computer Corp)
Title Commitment. A. Within three (a3) Purchaser has ordered a title insurance commitment with respect business days of the Effective Date, Seller shall deliver to the Real Property issued, by the Purchaser:
1. An Owner’s Commitment for Title Company Insurance (the “Title Commitment”) from the Title Company through the Escrow Agent which Title Commitment shall bind the Title Company to issue at Closing an Owner’s Policy of Title Insurance on the standard form of policy prescribed for use in the state where the Real Property is located in the full amount of the Purchase Price, except that (i) the exception as to areas and boundaries may, at the option and sole expense of Purchaser, be limited to “shortages in area”; (ii) the exception relating to restrictive covenants shall be deleted, or modified to reflect any applicable restrictive covenants; and (iii) the exception as to taxes shall be modified to refer to taxes for the year in which the Closing occurs (the “Owner Policy”); and
2. A legible copy of all documents referred to in the Title Commitment, including but not limited to plats, reservations, restrictions, and easements (“Title Documents”).
B. Purchaser may evaluate the status of title as reflected in the Title Commitment, the Title Documents and the survey referenced on Exhibit ”B” (the “Survey”) pursuant to Section 6 below. Any new survey obtained by Purchaser or updates to the existing Survey shall be at Purchaser’s sole cost and expense. On or before March 12, 2014the tenth (10th) business day prior to the last day of the Review Period, Purchaser shall provide will deliver to Seller a listing of those exceptions in the Title Commitment which are not acceptable to Purchaser (an “Objection Letter”). Although Seller may elect in its sole and absolute discretion to cure or attempt to cure any one or more of Purchaser’s objections specified in the Objection Letter, Purchaser acknowledges and agrees that Seller has no obligation to cure any such objections. If Purchaser timely provides an Objection Letter to Seller, Seller shall, within five (5) business days after receipt of such Objection Letter, notify Purchaser which objections, if any, that Seller has elected to cure or cause to be cured before Closing. Failure of Seller to timely provide such notice shall be deemed confirmation that Seller has elected not to cure such objections. If Seller chooses not to cure any of the objections set forth in the Objection Letter then Purchaser shall have the option, to be exercised on or before the expiration of the Review Period, of either (i) terminating this Agreement by giving a written termination notice to Seller, at which time the Escrow Agent shall promptly return the ▇▇▇▇▇▇▇ Money to Purchaser and the parties shall have no further rights or obligations hereunder except as otherwise expressly provided herein, or (ii) waiving the uncured objections by proceeding to Closing and thereby be deemed to have approved Purchaser’s title as shown in the Title Commitment, together with legible copies Title Documents and the Survey, if any, and Agreement of Purchase and Sale 1751891_4 any such uncured objections shall become Permitted Encumbrances (as hereinafter defined) for all purposes hereunder. Failure by Purchaser to respond to Seller by the expiration of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and Review Period shall be deemed Purchaser’s election to have waived its right to object to any Survey Objectionwaive the applicable objection(s), which shall become “Permitted Encumbrances”.
(b) After C. During the Title Objection Dateterm of this Agreement, if Seller shall not cause title to the Real Property to differ materially from the condition of title as approved by Purchaser pursuant to the foregoing. If, after the end of the Review Period through the Closing, the Title Company raises issues an updated Title Commitment that contains any bona fide new exception to title to of the Real PropertyProperty which is not otherwise a Permitted Encumbrance (“New Encumbrance”), Purchaser’s counsel then Purchaser shall have five (5) Business Days business days after he or she receives notice its receipt of such exception updated Title Commitment to object to such New Encumbrance by delivering written notice thereof to Seller (the “New Encumbrance Objection DateLetter”) (or as promptly as possible prior ). If Purchaser timely delivers a New Encumbrance Objection Letter to the Closing if such notice is received with less than Seller, Seller shall, within five (5) Business Days prior business days after its receipt of same, notify Purchaser if Seller has elected to cure or cause to be cured such New Encumbrance before Closing. Failure of Seller to timely provide such notice shall be deemed confirmation that Seller has elected not to cure such New Encumbrance. If Seller chooses not to cure any New Encumbrance specified in the ClosingNew Encumbrance Objection Letter, then Purchaser shall have the option, to be exercised within five (5) business days following Purchaser’s receipt of the Seller’s notice (or deemed notice), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if either (i) terminating this Agreement by giving a written termination notice to Seller, at which time the personal property covered by such security interests are Escrow Agent shall promptly return the ▇▇▇▇▇▇▇ Money to Purchaser and the parties shall have no longer in further rights or on the Real Propertyobligations hereunder except as otherwise expressly provided herein, or (ii) such personal property is waiving the property of a Tenant, and Seller executes and delivers an affidavit uncured objections by proceeding to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as New Encumbrance shall thereafter be a “Permitted Encumbrance”.
D. Zodiac, an exception from the affiliate of C-III Asset Management LLC, is providing title insurance commitment and escrow services under this Agreement. Purchaser certifies that it was not required to use Zodiac and that it was given, but declined, the opportunity to engage an alternative title insurance company or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienescrow agent.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Hartman Short Term Income Properties XX, Inc.)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have Within five (5) Business Days after he or she receives notice days of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Effective Date, Purchaser will be deemed Seller shall cause Escrowee to have accepted deliver the Title Commitment to Purchaser, at Seller’s sole cost and expense. If the Title Commitment discloses 18356204.4 exceptions to title set forth other than the Permitted Title Exceptions, Purchaser shall deliver written notice to Seller on any updates or before expiration of the Inspection Period as defined in Section 11.1, and Seller shall have fourteen (14) days from the date of receipt of such notice to have all such exceptions removed from the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest to provide evidence thereof to Purchaser and penalties thereon, which on the Closing Date are liens against the Real Property and which shall be extended to allow Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objectionremove such exceptions. If on the Closing Date there shall be security interests filed against the Real PropertySeller fails to have all such exceptions removed within such period, such items shall not be Title Objections if Purchaser may elect to (i) terminate this Agreement, in which event the personal property covered by such security interests are no longer in or on the Real PropertyDeposit shall be forthwith returned to Purchaser, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior accept title subject only to the Closing Date Permitted Exceptions and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions those of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by such unpermitted exceptions as the Title Company at Closinghas not removed as aforesaid with the further right (a) to deduct from the Purchase Price amounts secured by any unpermitted lien or encumbrance of a definite or ascertainable amount, and or (b) cause the Title Company either omits the lien as an Insurer to issue its endorsement insuring against damage caused by any such unpermitted exception and deduct from the title insurance commitment or insures against collection thereof from out Purchase Price the cost of the Real Propertypremiums and security provided for said endorsement, and a credit is given to Purchaser for as the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that case may be a lien against the Property on be. On the Closing Date, Seller shall be an objection to title if cause the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, Insurer to issue an owner’s title insurance policy (herein a “Title Policy”) at Seller’s expense and provided further that Seller deposits in accordance with the Title Company a sum of money or a parental guaranty reasonably acceptable Commitment, insuring fee simple title to the Property in the Purchaser, subject only to the Permitted Title Company Exceptions and sufficient such other exceptions as Purchaser may approve pursuant to secure a release clause (ii) above. Seller shall bear the cost of the Property from Title Policy. Purchaser will pay for the lien thereof. If a search cost of any special endorsements to such title discloses judgments, bankruptcies, or other returns against other persons having names insurance policy requested by Purchaser and for the same as or similar to that cost of Seller, Seller will deliver to Purchaser an affidavit stating that extended coverage over such judgments, bankruptcies or other returns do not apply to Seller, and general exceptions in such search results shall not Title Policy which may be deemed Title Objectionsrequired by Purchaser.
Appears in 1 contract
Title Commitment. Seller hereby agrees that it shall not, after the Agreement Date, take any action affecting title to the Property (except for (i) New Leases and Modifications and memoranda thereof, (ii) utility, access, and other easements and/or licenses, provided that the same are normal and customary and consistent with Seller’s operation of the Property as of the Agreement Date, and (iii) actions effectuating the release of liens or encumbrances) unless consented to by Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than the date that is thirty-five (35) days after the Agreement Date (the period from the Agreement Date through the thirty-fifth (35th) day thereafter being referred to herein as the “Title Objections Period”), Purchaser shall, at Purchaser’s sole cost and expense, (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by cause the Title Company to issue to Purchaser a current commitment for an ALTA policy of leasehold title insurance and/or owner’s title insurance (as applicable) (the “Title Commitment”). On or before March 12) setting forth the state of title to the MOB Sites and committing the Title Company to issue to Purchaser a leasehold policy of title insurance insuring Purchaser’s interest as tenant under the Ground Leases and/or an owner’s policy of title insurance insuring Purchaser’s interest in the MOBs (as applicable) in the amount of the Purchase Price and with such endorsements as Purchaser desires, 2014, Purchaser shall provide (b) deliver a copy of the Title Commitment to Seller and cause the Title Company to deliver to Seller a copy of all title documents that are referred to in the Title Commitment, together with legible copies and (c) elect to have current “as-built” surveys of the title exceptions listed thereon. On or before March 28, 2014 (MOBs and the “Title Objection Date”), Purchaser shall notify Seller in writingMOB Sites performed, if there are Purchaser so desires. Seller shall prepare or cause to be prepared legal descriptions of the MOB Sites (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchasercollectively, the “Permitted ExceptionsLegal Descriptions”) based upon Seller’s most current surveys in Seller’s possession and/or existing subdivision plats of record for each MOB Site, as applicable, and shall deliver a copy of the Legal Descriptions to Purchaser. Once prepared by Seller and reasonably approved by Purchaser and the Title Company, the Legal Descriptions will be substituted for the depiction of the MOB Sites attached hereto as Exhibit 1.1(yy) and shall likewise be attached to the Ground Leases for the same purpose. Said Legal Descriptions shall be binding upon Seller and Purchaser and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions part of this Agreement, is required to be discharged or satisfied Agreement without the requirement of any further action by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsPurchaser.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 125:00 o'clock p.m. central daylight savings time on the 15th day after the Effective Date, 2014, Purchaser shall the Sellers will provide to Seller the Buyer a preliminary binder for issuance of an ALTA owner's title insurance policy (the "Title Commitment") reflecting Buyer as the proposed insured, in the amount equal to the Purchase Price, issued by Tri-Lakes Title Company, Inc., as agent for Chicago Title Insurance Company, showing fee simple title to the Project to be in Sellers, and containing only the exceptions (hereafter called the "Permitted Exceptions") described on Schedule 3.1 attached hereto and made a part hereof, together with legible copies of all documents listed therein as exceptions to title. After receipt of the preliminary title exceptions listed thereon. On or before March 28binder, 2014 Buyer shall be allowed fifteen (the “Title Objection Date”), Purchaser shall 15) days to notify Seller Sellers in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice writing of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to Sellers' title to the Real Property. Said objections shall be in writing to be deemed waived. Upon receipt of any written objections, Purchaser’s counsel Sellers shall have five (5) Business Days after he or she receives notice of such exception (promptly undertake to correct the “New Objection Date”) (or as promptly as possible prior defects in title objected to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title ObjectionBuyer. If on the Closing Date there shall be security interests filed against Sellers are unable to correct such defects within one hundred twenty (120) days after Seller's receipt of any written objections to title, the Real Property, Buyer will have the option to waive such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in defect or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required to be discharged in which event neither party shall have any further rights or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from obligations hereunder. If the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title binder discloses judgments, bankruptcies, bankruptcies or other returns exceptions against other persons having names the same as or similar to that of Sellerthe Sellers, Seller will the Sellers, on request, shall deliver to Purchaser an affidavit stating the Buyer and the title company affidavits showing that such judgments, bankruptcies or other returns do exceptions are not apply against the Sellers. Sellers shall also deliver any affidavits and documentary evidence required by the title company to Seller, and such search results shall not be deemed Title Objectionseliminate all exceptions other than the Permitted Exceptions appearing in the title binder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Capitol Communities Corp)
Title Commitment. (a) Purchaser has ordered shall order, at its sole cost and expense, a commitment for an owner's title insurance commitment policy with respect to the Real Property issued(the "Title Commitment") from [__________ Title Insurance Company] (the "Title Company") and shall request the Title Company to deliver copies of the Title Commitment as soon as the same is or becomes available, together with true and complete copies of all instruments giving rise to any defects or exceptions to title to the Property, to Purchaser's and Seller's attorneys. If the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions to title to the Property, other than the Permitted Encumbrances subject to which Purchaser is unwilling to accept title (collectively, the "Title Objections") and Purchaser gives Seller notice of the same within fifteen (15) days after Purchaser's receipt of the Title Commitment, Seller shall have the right (but shall not be obligated) to eliminate or cure the same. Purchaser hereby waives any right Purchaser may have to advance as objections to title or as grounds for Purchaser's refusal to close this transaction any Title Objections of which Purchaser does not notify Seller within such 15-day period unless such Title Objections were first raised by the Title Company (subsequent to the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller date of the applicable Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), in which event Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object raise such Title Objections as an objection to any Survey Objectiontitle or as a ground for Purchaser's refusal to close this transaction if Purchaser fails to notify Seller of the same within five (5) days after Purchaser first becomes aware of such Title Objections. Seller, in its sole discretion, may adjourn the Closing one or more times for up to ninety (90) days in the aggregate in order to eliminate Title Objections.
(b) After the If Seller is unable or unwilling to eliminate all Title Objection DateObjections not waived by Purchaser, if the Title Company raises any new exception or to arrange for title insurance reasonably acceptable to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice Purchaser insuring against enforcement of such Title Objection by Objections against, or collection of the New Objection Datesame out of, the Property, and to convey title in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 3.2(a)), Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which may elect on the Closing Date are liens against the Real Property either to terminate this Agreement by written notice given to Seller, or to accept title subject to such Title Objections and which Seller is obligated to pay and discharge will be credited without any reduction in or credit against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedPrice.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered a Seller shall convey good and marketable fee simple title insurance commitment with respect to the Real Property issuedto Purchaser at Closing, by subject only to the Title Company “Permitted Encumbrances” (defined below). Within five (5) days following the Effective Date, Purchaser shall order a preliminary title commitment (the “Title Commitment”) for an ALTA Extended Owner's Policy of Title Insurance (the “Title Policy”), issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with legible (or best available) copies of all exceptions listed therein. The Title Policy to be issued to Purchaser at Closing shall include, in addition to any other matters as may be agreed upon between Purchaser and the Title Company, affirmative coverage by endorsement or other acceptable mechanism, against mechanic’s liens arising as a result of the construction of the Improvements on the Land, such affirmative mechanic’s lien coverage to be at Seller’s sole cost and expense, and Seller shall be solely responsible for compliance with the Title Company’s usual and customary requirements for issuance of such affirmative mechanic’s lien coverage (including without limitation any indemnity as may be required of Seller). On or before March 12, 2014, Purchaser shall provide to Seller have ten (10) days following its receipt of the Title Commitment, together with legible (or best available) copies of the title all exceptions listed thereon. On or before March 28therein and the “Survey” (defined below), 2014 to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection(s) in writing and proceed to Closing (in which event such waived title objection(s) shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing or which are deemed waived by Purchaser’s failure to terminate this Agreement in the event Seller does not elect to cure any objection(s) in the Title Objection Letter), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey, which were not caused by Purchaser or a party acting on behalf of Purchaser, and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionexceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates this Agreement pursuant to the Title Commitment as Permitted Exceptions.
immediately preceding sentence, (a) the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to receive reimbursement from Seller for all out-of-pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement or the transaction contemplated hereby, not to exceed the sum of One Hundred Thousand and no/100 Dollars ($100,000.00), and (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on neither party shall have any further obligations hereunder other than the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedSurviving Obligations.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust IV, Inc.)
Title Commitment. Seller shall convey good and indefeasible title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within three (3) Purchaser has ordered business days following the Effective Date, Seller shall order a current title insurance commitment with respect an effective date after the Effective Date of this Agreement, in the amount of the Purchase Price with Purchaser as the proposed insured, and true, complete and legible copies of all documents of record referred to in the Real Property issued, by the Title Company title commitment (the “Title Commitment”) for a Texas Owner’s Policy of Title Insurance issued by the Escrow Agent on behalf of the Title Company, in the amount of the Purchase Price, insuring good and indefeasible fee simple title to the Property subject only to the Permitted Encumbrances (the “Title Policy”). On or before March 12, 2014, Purchaser shall provide to Seller have fifteen (15) days following its receipt of the last of the Title Commitment, together with legible copies of all documents of record listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to survey, title exceptions listed thereon. On or before March 28, 2014 and any uniform commercial code searches performed on the Seller (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; provided however, and notwithstanding anything to the contrary, whether or not Purchaser objects to any title or survey matters, Seller shall have the absolute obligation to remove all “Monetary Liens” (as defined below) prior to or at Closing. Seller shall notify Purchaser in writing within ten (10) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not respond to the Title Objection Letter within such ten (10) day period), then Purchaser shall notify have the right for fifteen (15) days after receipt of Seller’s response to the Title Objection Letter (or fifteen (15) days following the expiration of the period within which Seller in writing, if there are was to so respond) to either (i) waive any monetary liens or other such title exceptions objection in writing and proceed to Closing in accordance with the terms of this Agreement (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below); provided, however that Purchaser objects such election shall have no effect on Seller’s obligation to (“Title Objections”) cure all Monetary Liens, or (ii) terminate this Agreement upon written notice to Seller and receive a refund of the ▇▇▇▇▇▇▇ Money, in which event neither party hereto shall have any Survey Objection. In further rights or obligations under this Agreement except for the Surviving Obligations (in the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection DatePurchaser fails to terminate this Agreement within said 15 day period, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived any such title objection in accordance with (i) of this sentence). Except for Monetary Liens, all exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing or deemed waived) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey or UCC searches and that are unacceptable to Purchaser in Purchaser’s sole and absolute discretion, Purchaser shall within fifteen (15) days after receipt of any such update to the Title Commitment or Survey or UCC searches notify Seller in writing of its right to object objection to any Survey Objection.
such Unacceptable Encumbrance (b) After the Title Objection Date“Unacceptable Encumbrance Notice”). Except for Monetary Liens, if Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, and notwithstanding anything to the contrary, Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser and the Title Company raises (i) any new exception Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to title to secure debt, tax liens, mechanics’ liens or judgments that appear on the Real Property, Purchaser’s counsel shall have five Title Commitment (5) Business Days after he or she receives notice of such exception (the “New Objection DateMonetary Liens”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of such Title Objection thereof in writing to Seller by the New Objection Date, Purchaser will be deemed earliest to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment occur of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by Closing Date, (ii) fifteen (15) days after Purchaser’s receipt of Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such security interests are no longer in or on the Real PropertyUnacceptable Encumbrances, or (iiiii) such personal property is fifteen (15) days after the property Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions of this Agreementimmediately preceding sentence, is required the ▇▇▇▇▇▇▇ Money shall be returned to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingPurchaser, and neither party shall have any further rights or obligations hereunder other than the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 125:00 o'clock p.m. central ---------------- daylight savings time on the 15th day after the Effective Date, 2014, Purchaser shall the Seller will provide to Seller the Buyer a preliminary binder for issuance of an ALTA owner's title insurance policy (the "Title Commitment") reflecting Buyer as the proposed insured, together with legible copies in the amount equal to the Purchase Price, issued by Hot Springs Title Company, as agent for Chicago Title Insurance Company, showing fee simple title to the Project to be in Seller, and containing only the exceptions (hereafter called the "Permitted Exceptions") described on Schedule 3.1 attached hereto and made a part hereof. After receipt of the preliminary title exceptions listed thereon. On or before March 28binder, 2014 Buyer shall be allowed fifteen (the “Title Objection Date”), Purchaser shall 15) days to notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice writing of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to Seller's title to the Real Property. Said objections to be in writing or be deemed waived. Upon receipt of any written objections, Purchaser’s counsel Seller shall have five (5) Business Days after he or she receives notice of such exception (promptly undertake to correct the “New Objection Date”) (or as promptly as possible prior defects in title objected to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted Buyer. If the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated unable to pay and discharge correct such defects within one hundred twenty (120) days after Seller's receipt of any written objections to title, the Buyer will be credited against have the Purchase Price (subject option to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, waive such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in defect or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required to be discharged in which event neither party shall have any further rights or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from obligations hereunder. If the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title binder discloses judgments, bankruptcies, bankruptcies or other returns exceptions against other persons having names the same as or similar to that of the Seller, Seller will the Seller, on request, shall deliver to Purchaser an affidavit stating the Buyer and the title company affidavits showing that such judgments, bankruptcies or required by the title company to eliminate all exceptions other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsthan the Permitted Exceptions appearing in the title binder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Capitol Communities Corp)
Title Commitment. (a) No later than 10 days after the Effective Date, Purchaser has ordered a shall, at its own expense, cause to be issued and delivered to Purchaser and Seller (i) an owner's title insurance policy commitment with respect to (the Real Property issued, by "TITLE COMMITMENT") from the Title Company setting forth the status of the title to the Land and the Improvements owned by Seller, and (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide ii) copies of all documents referred to Seller in the Title Commitment, together with legible copies of including but not limited to, deeds, lien instruments, plats, reservations, restrictions and easements.
(b) In the title event any exceptions listed thereon. On appear in the Title Commitment, other than the standard printed exceptions that are unacceptable to Purchaser ("OBJECTIONABLE EXCEPTIONS"), then Purchaser shall, on or before March 2810 days after the Effective Date, 2014 notify Seller in writing of such fact, setting forth any Objectionable Exceptions. If (the “Title Objection Date”)i) Purchaser fails to give such notice timely, Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted all title exceptions that are reported in the Title Commitment; or waived (ii) Purchaser does give such notice, Purchaser shall be deemed to have accepted all title exceptions to title set forth on reported in the Title Commitment other than the Objectionable Exceptions expressly set forth in the notice. If Seller fails to cure any Objectionable Exceptions (without having any obligation to do so) on or prior to the end of 45 days after receipt of written notice thereof from Purchaser (the "CURE PERIOD"), then Purchaser may terminate this Agreement by delivering written notice to Seller on or before the end of 5 days after expiration of the Cure Period, and upon such termination Purchaser shall be entitled to return of the Earnest Money Deposit, as permitted exceptions (as accepted Purchaser's sole and exclusive ▇emedy for the failure to eliminate or waived by Purchasermodify any Objectionable Exceptions. If Purchaser fails to give written notice of termination within 5 days after expiration of the Cure Period, the “Permitted Exceptions”) and then Purchaser shall be deemed to have waived its right to object terminate this Agreement pursuant to any Survey Objection.
(b) After the Title Objection Datethis Section 4.2, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel and shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the Property subject to the uncured Objectionable Exceptions, and Purchaser shall accept such title as Seller can deliver. The lien for current taxes and all liens, encumbrances, easements, restrictions or other conditions or exceptions to title set forth which are shown on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property survey and which Seller are not timely objected to by Purchaser as Objectionable Exceptions or, if objected to (unless this Agreement is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenantterminated as provided herein), and not cured by Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedas described above are "PERMITTED EXCEPTIONS".
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pinnacle Holdings Inc)
Title Commitment. (a) Purchaser has ordered a Seller shall convey good and indefeasible title insurance commitment with respect to the Real Property issuedto Purchaser at Closing, subject only to the “Permitted Encumbrances” (as defined below). During the Inspection Period, Purchaser shall request and obtain from Title Company a commitment for a standard Owner's Policy of Title Insurance issued by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide insuring good and indefeasible fee simple title to Seller the Title CommitmentLand, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have until December 15, 2014 2010 to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation (hereby confirmed) to remove all “Mortgages” and “Monetary Liens” (each as defined below) by Closing, as further described in Section 4.1.3(b) below, whether or not Purchaser objects thereto. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and neither party shall have any further obligation hereunder except for the Surviving Obligations. All exceptions set forth in the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”.
(b) In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, in its reasonable discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging (i) any monetary liens or other title exceptions Unacceptable Encumbrances that Purchaser objects to (“Title Objections”) or arise as a result of Seller’s intentional acts, (ii) any Survey Objectionmortgages or deeds to secure debt that appear on the Title Commitment (the “Mortgages”), and (iii) all mechanics, judgment, tax and other monetary liens and encumbrances of liquidated amounts (excluding, however, current, non-delinquent taxes and assessments) affecting the Property which were voluntarily caused or created by, through or under Seller (collectively, the “Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances, Mortgages and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (x) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”y) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (z) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions of this Agreementimmediately preceding sentence, is required upon prior written notice to Seller and Escrow Agent, the ▇▇▇▇▇▇▇ Money shall be discharged or satisfied by Seller, Seller shall not be required delivered to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingPurchaser, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser neither party shall have any further obligation hereunder except for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Preferred Apartment Communities Inc)
Title Commitment. Buyer shall, within ten (a10) Purchaser has ordered days after the Effective Date, obtain a title insurance current commitment with respect to the Real Property issued, by the for an ALTA Owner’s Title Company Insurance Policy (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller ) from the Title Commitment, together with legible copies Company relating to the Property in an amount equal to the Purchase Price for the Property. Buyer shall have the right to have a survey (the “Updated Survey”) of the title exceptions listed thereonProperty prepared at the sole cost and expense of Buyer and Buyer shall order such Updated Survey within five (5) days after the Effective Date. On or before March 28Buyer shall have until five (5) business days after receipt of the Title Commitment and Updated Survey, 2014 if applicable (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title ObjectionsReview Period”) to give Seller a detailed notice objecting to any exception or (ii) any Survey Objectioncondition contained in the Title Commitment or the Updated Survey. In the event Seller If Buyer does not receive written give notice of any Title Objections or Survey Objection by objections to Seller within the Title Objection DateReview Period, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and Buyer shall be deemed to have waived its right to object to any Survey Objection.
(b) After approved the title as shown in the Title Objection DateCommitment, the title exceptions, and all matters shown on the existing survey or the Updated Survey, if the Title Company raises any, except for Required Cure Items (defined below) and any new exception to title to the Real Propertysuch exceptions or matters shall become “Permitted Exceptions”. If Buyer provides timely objections, Purchaser’s counsel Seller shall have five (5) Business Days business days after he or she receives receipt of Buyer’s notice of such exception (the “New Objection DateTitle Cure Period”) in which to elect, by written notice to Buyer (“Seller’s Title Notice”), either (A) to cure Buyer’s objections, or (B) not to cure Buyer’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Buyer’s objections. Notwithstanding the preceding sentence, Seller shall be obligated, at Closing, to cause Title Company to remove deeds of trust, mortgages, security deeds or other monetary liens encumbering the Property, including, without limitation, the currently existing mortgage in favor of Lender (the “Required Cure Items”). In the event that Seller fails to provide such written notice of its election to proceed under either clause (A) or (B) above, Seller shall be deemed to have elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or as promptly as possible agreed to be cured by Seller prior to Closing) within the Closing if such notice is received with less than Title Cure Period for any reason, then, within five (5) Business Days prior days after receipt or deemed receipt of Seller’s Title Notice, Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement by giving a termination notice to Seller, at which time Title Company shall return the Closing▇▇▇▇▇▇▇ Money to Buyer (less the Good Faith Payment which shall be delivered to Seller) and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Buyer’s title as shown in the Title Commitment, to provide Seller with written notice the title exception documents, the existing survey or the Updated Survey, if any, and any such exception constitutes a Title Objectionuncured objections shall become “Permitted Exceptions”. In the event If Seller does not timely receive notice of such Title Objection by the New Objection DateBuyer’s election to terminate under this Section, Purchaser Buyer will be deemed to have accepted waived the exceptions to title set forth on any updates to the Title Commitment as uncured objections and such uncured objections, except for Required Cure Items, shall become “Permitted Exceptions”.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Inland Residential Properties Trust, Inc.)
Title Commitment. Within five (a5) Purchaser has ordered a days after the execution of this Agreement, Buyer shall order commitments for owner’s policies of title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller ) issued by the Title CommitmentInsurer covering fee simple title to the Property, together in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions (to the extent Buyer complies with the necessary requirements to remove them such as obtaining an appropriate ALTA survey) and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title exceptions listed thereoncommitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. On Seller will provide Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or before March 28, 2014 more boundary surveys for the Property (the “Title Objection DateSurvey”), Purchaser shall notify Seller in writing, if there are ) prepared by a registered land surveyor or surveyors satisfactory to Buyer. If (i) any monetary liens or other title exceptions that Purchaser objects update to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such Commitments reflect any exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “other than Permitted Exceptions”) and shall be deemed Liens which are not acceptable to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, PurchaserBuyer in Buyer’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Propertysole discretion, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit Survey to such effectbe obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the security interest Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was filed more than not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) year days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall, within ten (10) days after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (w) all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date and was not renewed.
(dx) If on the Closing Date the Real Property shall be affected by any lien whichall mortgages, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closingsecurity deeds, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Propertyother security instruments, (y) all Taxes due and payable, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ez) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien all judgments against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company which may constitute a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsLien.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Sentio Healthcare Properties Inc)
Title Commitment. Seller/Leaseholder shall cause Escrow Agent, within ten (a10) Purchaser has ordered business days after execution of this Agreement, to provide Buyer and Seller/Leaseholder with a title insurance commitment with respect Commitment, disclosing all matters of record which relate to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to leasehold title to the Real Property, Purchaser’s counsel and Escrow Agent's requirements for both closing the escrow created by this Agreement and issuing the policy of title insurance described in this Agreement (the Commitment shall also be suitable to serve as the basis for issuance of an ALTA extended form coverage lender's leasehold title insurance policy). At such time as Buyer receives the Commitment (and any amended report adding additional title exceptions), Seller/Leaseholder shall also cause legible copies of all instruments referred to in the report or amended report to be furnished to Buyer. Buyer shall have ten (10) business days after receipt of the Commitment (and any amended report adding additional title exceptions) and the furnishing of all instruments described in the report to object in writing to any matter shown in the Commitment. If Buyer fails to object within the 10-business day period, the condition of title to the Property shall be deemed approved by Buyer. In the event Buyer does object in writing to any matter disclosed in the Commitment or any amended report, Seller/Leaseholder shall attempt, in good faith and using due diligence, to remove such objection before Close of Escrow. If any such matter cannot be removed after Seller/Leaseholder's attempts to do so, Seller/Leaseholder shall so notify Buyer, in writing, and Buyer shall elect within five (5) Business Days business days after he receipt of Seller/Leaseholder's Notice either (i) to cancel this Agreement and receive a return of all refundable Earnest Money paid, together with any interest accrued thereon; or she receives (i▇) ▇▇ ▇lose escrow waiving and taking title subject to such matters. Failure to give notice to Seller/Leaseholder of such exception (Buyer's election shall constitute an election to waive the “New Objection Date”) (or objection. All exceptions in the Commitment plus all other exceptions approved by Buyer are referred to as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as "Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections."
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered Buyer, at its cost and expense, shall obtain and cause a copy to be furnished to Seller of a current title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide ) issued by a title insurance company selected by Buyer and reasonably acceptable to Seller (the “Title CommitmentCompany”), together with legible copies of all exceptions to title referenced therein. The Title Commitment shall set forth the state of title to the Real Property, together with all exceptions listed thereonor conditions to such title, including all easements, restrictions, rights-of-way, covenants, reservations, and all other encumbrances affecting the Real Property which would appear in an owner’s or leasehold title policy, if issued. On The Title Commitment shall contain the express commitment of the Title Company to issue one or before March 28more owners’ or leasehold title policies (collectively, 2014 (the “Title Objection DatePolicy”), Purchaser shall ) to Buyer in an amount equal to the amount of purchase price as allocated per Section 2.3 of the Real Property insuring such title to the Real Property as is specified in the Title Commitment. Buyer will have five (5) days from the date Buyer receives the Title Commitment and Survey (as defined below) within which to cause the Title Commitment and the Survey to be examined and to notify Seller in writing, if there are (i) writing of any monetary liens or other material objections to Seller’s title exceptions that Purchaser objects to reflected by the Title Commitment and the Survey (“Title ObjectionsBuyer’s Objection”). Seller shall have five (5) or days from receipt of Buyer’s written objections to cure the material defects set forth therein, and to provide Buyer with written notice of Seller’s action to remedy such objection. (ii) any Survey Objection“Seller’s Response”). In the event If Seller does not receive timely cure and provide such notice, Buyer may, within three days thereafter either (a) accept title to the Real Estate as provided, or (b) terminate the Agreement in written notice to Seller. If Buyer does not deliver to Seller written notice of any Title Objections or Survey Objection by the Title Objection Datetermination within such day three day period, TIME BEING OF THE ESSENCE, then Purchaser Buyer will be deemed to have accepted or waived such exceptions title to the Real Estate as shown in the Title Commitment without reduction of Purchase Price. At Closing, an authorized agent of the Title Company shall down-date and initial the Title Commitment to reflect the condition of title set forth on of the Real Property must be consistent with the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed modified to have waived its right to object to any Survey Objectiondelete Buyer’s objections therefrom.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Asset Purchase Agreement (Tandem Health Care, Inc.)
Title Commitment. (a) Purchaser acknowledges that Seller, at Seller's sole expense, has ordered previously caused to be furnished to Purchaser a current title commitment for an owner's title insurance commitment with respect to the Real Property issued, by the Title Company policy (the “"Commitment") issued through Commonwealth Land Title Commitment”Company, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Suite 600, Dallas, Texas 75225 (the "Title Company"). On or before March 12, 2014setting forth the state of title of the Property and all exceptions, Purchaser shall provide to Seller including easements, restrictions, rights-of-way, covenants, reservations and other conditions, if any, affecting the Property which would appear in an Owner's Title CommitmentPolicy (herein so called) if issued, together with legible copies of all instruments creating such exceptions. In the title event any exceptions listed thereon. On appear in the Commitment or before March 28matters are reflected on the Survey that are unacceptable to Purchaser, 2014 then Purchaser shall, within ten (10) days after Purchaser receives the “Title Objection Date”)last to be received among the Commitment, Purchaser shall the copies of the instruments creating such exceptions and the Survey, notify Seller in writingwriting of each exception to which Purchaser objects. Any exceptions to which Purchaser does not object shall be considered as "Permitted Exceptions ". In the event Purchaser notifies Seller of unacceptable exceptions or conditions, if there are as herein provided, Seller shall have ten (i10) any monetary liens days thereafter in which to eliminate or other title modify such unacceptable exceptions that Purchaser objects or conditions, but Seller shall have no obligation to (“Title Objections”) or (ii) any Survey Objectiondo so. In the event Seller does fails or chooses not receive written notice to eliminate or modify such unacceptable exceptions or conditions to the reasonable satisfaction of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCEPurchaser within said ten (10) day period, then and in such event, Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have may within five (5) Business Days after he or she receives days following said ten (10) day period, terminate this Contract by written notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if Seller and the Title Company, whereupon this Contract shall, ipso facto, terminate and the Deposit shall be immediately returned to Purchaser by the Title Company and the parties hereto shall have no further obligations one to the other hereunder other than the indemnification obligations of Purchaser in Paragraph 5 below. In the event Purchaser fails to terminate this Contract by giving such written notice is received with less than to Seller and Title Company within the five (5) Business Days prior to the Closing)day time period provided, to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, then Purchaser will shall be deemed conclusively to have accepted the all title exceptions to title set forth on any updates in the Commitment and all matters disclosed by the Survey which Seller has not cured or agreed to cure and all such exceptions contained in the Title Commitment as shall be included in the term "Permitted Exceptions".
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Real Estate Contract of Sale (Apple Residential Income Trust Inc)
Title Commitment. (a) Purchaser acknowledges it has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller received the Title Commitment, together with legible copies of Title Commitment Documents, Survey, and all matters reflected by the title exceptions listed thereonSurvey and Title Commitment (collectively, "Permitted Encumbrances"). On or before March 28After the Effective Date and at least thirty (30) days prior to Closing, 2014 Purchaser may request that the Title Company issue an updated Title Commitment (the “Title Objection DateUpdated Commitment”), together with copies of any additional instruments listed in the schedule of exceptions which were not previously reflected in the Title Commitment. Additional items disclosed by the Updated Commitment that affect title to the Property which are not reflected in the Title Commitment are referred to as “New Exceptions.” Excluding those New Exceptions that qualify as Mandatory Title Removal Items as defined in this Section 5, New Exceptions that: (i) are allowed or otherwise anticipated by this Contract, or (ii) do not materially adversely affect title to, or the use of, the Property, are referred to as “Permissible New Exceptions” and Purchaser shall have no right to object to Permissible New Exceptions. In the event Purchaser has any objections to any New Exceptions which are not Permissible New Exceptions, Purchaser shall notify Seller in writing, within ten (10) days of its receipt of such Updated Commitment (“Purchaser’s Objection Period”). Failure of Purchaser to make such objections within said Purchaser’s Objection Period shall be deemed a waiver of such right and any such New Exceptions shall be deemed Permitted Encumbrances. Seller shall have the right but not the obligation to remedy such objections. Seller shall notify Purchaser, which objections Seller intends to remedy and which objections Seller does not intend to remedy within ten (10) days of receipt of Purchaser’s objections (“Seller’s Cure Period”), and if there are Seller does not notify Purchaser within said ten (10) days, then it shall be deemed as an election not to cure. If Seller elects not to cure or is deemed to have elected not to cure any of such objections raised by Purchaser, Purchaser, within ten (10) days following the expiration of Seller’s Cure Period, shall have the option of (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) waiving such objections, or (ii) any Survey Objectionterminating this Agreement in which event Purchaser shall be entitled to a full refund of the ▇▇▇▇▇▇▇ Money and the parties shall have no further liability hereunder (except with respect to those obligations hereunder which are expressly set forth herein to survive the termination of this Agreement). In the event Seller Purchaser does not receive written notice notify Seller that it intends to proceed with the Closing within ten (10) days following the expiration of any Title Objections or Survey Objection by the Title Objection DateSeller’s Cure Period, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right elected to object proceed with the Closing. The parties agree the Lease shall be a Permitted Encumbrance. Except as otherwise expressly stated herein, all other matters apparent upon the Property or caused by Purchaser, or agreed to or deemed to be agreed to by Purchaser, shall also be Permitted Encumbrances. Seller shall be required to cause to be released, satisfied, and removed of record as of the Closing Date: (i) any Survey Objection.
New Exceptions which are not Permissible New Exceptions which have been voluntarily placed, or permitted to be placed, by Seller against the Property on or following the date hereof (b) After other than with the Title Objection Dateprior written approval of Purchaser, if the Title Company raises any new exception to title which approval shall not be unreasonably withheld, conditioned, or delayed with respect to the Real Property, granting or denial of Purchaser’s counsel shall have five approval in connection with requests for instruments to be recorded for the benefit of any utility or governmental authority but in all other cases in Purchaser’s sole and absolute discretion); (5ii) Business Days after he any mortgages, deeds of trust, security instruments, financing statements, or she receives notice other instruments which evidence or secure indebtedness, judgments, and liens against the Property arising through no fault of such exception Purchaser, and real estate taxes which are due and payable but which remain unpaid and/or of record as of the Closing Date; and (iii) intentionally omitted (subclauses (i) and (ii) collectively, the “New Objection DateMandatory Title Removal Items”) (). If Seller fails to discharge and remove of record any Mandatory Title Removal Items on or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, at Purchaser’s election, such failure shall constitute a Seller default pursuant to Section 14(B) and Purchaser will shall be deemed entitled to have accepted the exceptions to title such remedies as are set forth on any updates to the Title Commitment as Permitted Exceptionsin Section 14(B).
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Medalist Diversified REIT, Inc.)
Title Commitment. Buyer shall promptly, but in no event more than five (a5) Purchaser has ordered business days after the Effective Date, order a commitment for the issuance of an owner’s title insurance commitment with respect policy (the “Commitment”) issued by Kansas Secured Title, or another title company agreed upon by ▇▇▇▇▇ and Seller (the “Title Company”), wherein the Title Company agrees to insure, for the full amount of the Purchase Price allocated to the Real Property issuedor such other amount designated by Buyer. Upon receipt of the Commitment, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser Buyer shall provide a true, correct, and complete copy of the Commitment to Seller. The Commitment shall provide for the issuance of a standard owner’s title insurance policy to Buyer showing good and marketable title to the Real Property in Seller free from all liens and Claims except Permitted Exceptions, standard exceptions contained in the Title Commitment, together with legible copies and mortgages and security interests of record which shall be released at the time of Closing. Buyer is responsible for the cost of the title exceptions listed thereonCommitment, including, without limitation, all search fees, and updates, the policy premium and any endorsements requested by Buyer. On or before March 28▇▇▇▇▇ agrees to notify Seller, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, within ten (10) business days after receiving the Commitment and all related title documents of objections, if there are (i) any monetary liens or other any, to the title exceptions that Purchaser objects to the Real Property (“Title Objections”) or (ii) ). If Buyer receives any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title updates to the Real PropertyCommitment before Closing, Purchaser’s counsel Buyer shall have five (5) Business Days after he or she receives notice business days following receipt of such exception (update and legible copies of all documents reference therein to notify Seller of Buyer’s Title Objections shown on any such update which were not disclosed or apparent on the “New Objection Date”) (previously delivered Commitment. If any valid Title Objections are timely given, Seller shall have until Closing, or such additional time as promptly as possible is agreed upon by ▇▇▇▇▇, within which to cure the same, and have a revised Commitment issued and delivered to Buyer. ▇▇▇▇▇ acknowledges that certain mortgages and security interests may appear of record which Seller shall satisfy and remove at Closing. If any Title Objections are not cured within the time provided, Buyer shall the right to either waive such uncured Title Objections at or prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against accept the Real Property and which with such title as Seller is obligated to pay and discharge will be credited against may provide without reduction in the Purchase Price (subject and to close the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on Transactions in accordance with the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions terms of this Agreement, or, alternatively, the right to terminate this Agreement. Seller is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the responsible for any title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such liencurative actions.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Seller shall, within ten (a10) days after the Effective Date, deliver to Purchaser has ordered a copy of any existing owner's title insurance commitment with respect policy, relating to the Real Property issuedEstate, by the Title Company (the “Title Commitment”)then in Seller's possession or control. On or before March 12sixty (60) days from the Effective Date, 2014at Purchaser's expense, Purchaser shall provide obtain a pro forma title commitment (the "Commitment") for an ALTA Owner's Title Insurance Policy issued by a title insurance company chosen by Purchaser (the "Title Company") in the amount of the Purchase Price showing title to the Premises in Seller's name subject only to title exceptions acceptable to Purchaser which are listed on attached EXHIBIT "F" hereto ("Permitted Exceptions"). If the Commitment discloses exceptions other than the Permitted Exceptions, of if any of the Permitted Exceptions make title unmarketable (as determined in accordance with Title Standards adopted and reasonably applied by The Florida Bar and in accordance with law, Purchaser, within ten (10) business days following the date on which Purchaser received the Commitment and copies of all exceptions disclosed in the Commitment, shall deliver to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection DatePurchaser's objections, TIME BEING OF THE ESSENCEif any, then Purchaser will be deemed to have accepted or waived such exceptions ("Unpermitted Exceptions"). If Purchaser fails to title set forth on the Title Commitment as permitted exceptions deliver such written notice or objection to Seller within such ten (as accepted or waived by Purchaser10) business day period, the “Permitted Exceptions”) and Purchaser shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Datesuch Unpermitted Exceptions, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel which shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objectionthereafter be deemed Permitted Exceptions. In the event that Purchaser shall so object to any such Unpermitted Exceptions, Seller does not receive shall use reasonable efforts to remove prior to Closing any Unpermitted Exceptions capable of being removed solely by the payment of money and shall notify Purchaser within thirty (30) business days following the date of Purchaser's notice of such Title Objection objections that either (a) the Unpermitted Exceptions (other than those capable of being removed by the New Objection Datepayment of money) have been, Purchaser or will be deemed at or prior to have accepted Closing, removed at Seller's expense or are or will be insured over by the exceptions Title Company at no additional expense to title set forth on any updates Purchaser pursuant to an endorsement to the Title Commitment as Permitted Exceptions.
(c) All taxesCommitment, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller provided that such insurance over is obligated acceptable to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer Purchaser in or on the Real PropertyPurchaser's sole discretion, or (iib) such personal property is Seller has failed to arrange to have the property of a Tenant, and Seller executes and delivers an affidavit to such effect, Unpermitted Exceptions removed or insured over by the security interest was filed more than five (5) year prior Title Company. Notwithstanding anything herein to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Sellercontrary, Seller shall not be required obligated to discharge bring suit or satisfy incur a liability of more than $25,000.00 (the same of record provided the money necessary "Maximum Amount") to satisfy the lien is retained by remove or cause the Title Company at Closingto insure over Unpermitted Exceptions. If Seller does not notify Purchaser that it has arranged to have the Unpermitted Exceptions removed or insured over within said thirty (30) business day period, and Purchaser may elect either:
(i) to terminate this Agreement, in which event the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser for the recording charges for a satisfaction or discharge of such lien.as Purchaser's sole remedy hereunder; or
(eii) No franchiseto take title as it then is, transferwhich election must be made within five (5) business days following expiration of said thirty (30) business day period. If Purchaser does not elect to so terminate this Agreement, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, then:
(1) Purchaser shall be an objection deemed to have agreed to accept title if as it then is without any reduction in the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.Purchase Price;
Appears in 1 contract
Sources: Real Estate Purchase and Sale Agreement (Basic Us Reit Inc)
Title Commitment. (a) Purchaser has ordered a The Company shall own at Closing good and marketable title insurance commitment with respect to the Real Property issuedsubject only to the “Permitted Encumbrances” (defined below). Within ten (10) Business days following the Effective Date, by Seller shall obtain from the Escrow Company’s National Business Unit at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, at its sole cost and expense, and deliver to Purchaser, a commitment for an ALTA Owner’s Policy of Title Company Insurance (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide ) insuring good and marketable fee simple title to Seller the Title CommitmentProperty, together with legible copies of the title all exceptions listed thereontherein. On or before March 28The Seller’s premium cost of the Owner’s Policy of title insurance shall not exceed the price quoted by the Kansas City, 2014 Missouri office of the Escrow Agent. Purchaser shall have ten (10) days following its receipt of the last of the Title Commitment, legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title and matters shown on the Survey (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title and matters shown on the Survey; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’ receipt of the Title Objection Letter concerning which title and survey objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’ response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title and survey objection in writing and proceed to Closing (in which event such waived title and survey objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement and receive an immediate refund of the ▇▇▇▇▇▇▇ Money. All exceptions set forth in the Title Commitment, including leasehold rights of tenants in possession as tenants only, and matters shown on the Survey which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner reasonably satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Monetary Liens which shall be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’ written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions of this Agreementimmediately preceding sentence, is required to the ▇▇▇▇▇▇▇ Money shall be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given returned to Purchaser for and neither party shall have any obligations hereunder other than the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (America First Apartment Investors Inc)
Title Commitment. (a) Purchaser has ordered shall obtain, at Purchaser’s expense, a commitment for an owner's policy of title insurance commitment with respect to the Real Property issued, issued by the Title Company Company, certifying to Purchaser the then status of title to the Property and setting forth all objections or exceptions to title affecting the same (the “Title Commitment”). ) and Purchaser may obtain a current survey of the Property (the "Survey") prepared by a duly licensed surveyor.
(a) On or before March 12, 2014twenty (20) days after the Effective Date, Purchaser shall provide deliver to Seller a true and complete copy of the Title CommitmentCommitment (including, together with legible copies to the extent then available to Purchaser, a copy of each instrument shown as an exception therein) and the title exceptions listed thereon. On or before March 28Survey, 2014 (the “Title Objection Date”)if any, Purchaser shall and may notify Seller in writing, if there are (i) of any monetary liens or other objections to the status of title exceptions that Purchaser objects to the Property and survey matters (“Title Objections”) or (ii) any Survey Objection). In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title All matters set forth on the Title Commitment and Survey as permitted exceptions to which Purchaser does not object or fails to object within said twenty (as accepted or waived by Purchaser, the “Permitted Exceptions”20) day period shall be deemed approved and shall be deemed to have waived its right to object to any Survey Objection“Permitted Encumbrances”.
(b) After the Title Objection DateExcept as to Monetary Objections, if the Title Company raises Seller shall be under no obligation to cure any new exception to title to the Real Propertyor survey objection(s), Purchaser’s counsel shall have other than Monetary Objections. Seller may, within five (5) Business Days after he or she receives receipt of Purchaser’s notice of such exception Title Objections (the “New Objection DateNotice”), deliver to Purchaser written notice (“Cure Notice”) setting forth which of Purchaser’s Title Objections (or as promptly as possible prior excluding Monetary Objections), if any, Seller will endeavor to the Closing if such notice is received with less than cure. If Seller has not given a Cure Notice within five (5) Business Days prior to the Closing)after receipt of Purchaser’s Objection Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will shall be deemed to have accepted the exceptions given notice that it declines to title set forth on any updates to the cure Purchaser’s Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title ObjectionObjections. If Seller declines, or is deemed to have declined, to cure all of Purchaser’s Title Objections (other than Monetary Objections), Purchaser may, as its sole and exclusive remedy, on or before the Closing Date there date that is ten (10) Business Days after Seller’s receipt of Purchaser’s Objection Notice, elect to terminate this Agreement by delivering written notice thereof to Seller, whereupon, the Deposit (or Letter of Credit or the proceeds thereof) shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, returned to Purchaser and Seller executes and delivers an affidavit except with respect to such effect, or the security interest was filed more than five (5) year prior those matters expressly stated to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions survive termination of this Agreement, is required neither party shall have any further liability hereunder. If Purchaser fails to notify Seller that Purchaser has elected to terminate this Agreement within the time periods hereinabove provided, Purchaser’s right to terminate this Agreement pursuant to this Section 10.2(b) on account of Title Objections other than Monetary Objections shall be discharged deemed waived. Notwithstanding anything to the contrary contained herein or satisfied by Sellerelsewhere in this Agreement, Seller shall not be required obligated to discharge cure, satisfy and/or have removed from title to the Property at or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closingbefore Closing all Monetary Objections, and may use the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out cash proceeds of the Real Property, and a credit is given Purchase Price to Purchaser for do so at the recording charges for a satisfaction or discharge of such lienClosing.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)
Title Commitment. As soon as reasonably possible after opening of escrow, Seller shall cause a preliminary title report for an extended coverage policy (a"Commitment") Purchaser has ordered a title insurance commitment with respect to the Real Property issued, be issued by the Title Company showing the condition of title to the Real Estate. If the Commitment or any amendment thereto discloses exceptions which are objectionable to Purchaser, Purchaser, within fifteen (15) days following the “Title Commitment”). On or before March 12, 2014, date on which Purchaser shall provide to Seller received the Title Commitment, together with legible copies of all items (if available) listed as exceptions in Schedule "B" of such Commitment or within five (5) days after receipt of any amendment to the title exceptions listed thereon. On or before March 28Commitment, 2014 (the “Title Objection Date”), Purchaser shall notify deliver to Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection DatePurchaser's objections, TIME BEING OF THE ESSENCEif any, then Purchaser will be deemed to have accepted or waived such exceptions ("Unpermitted Exceptions"). If Purchaser fails to title set forth on deliver such written notice or objection to Seller within the Title Commitment as permitted exceptions (as accepted or waived by Purchaserapplicable time period, the “Permitted Exceptions”) and Purchaser shall be deemed to have waived its right to object to such Unpermitted Exceptions, which shall thereafter be deemed "Permitted Exceptions." In the event that Purchaser shall so object to any Survey Objection.such Unpermitted Exceptions, Seller shall notify Purchaser within five (5) business days following the date of Purchaser's notice of such objections that either (a) the Unpermitted Exceptions have been, or will be at or prior to Closing, removed from the Commitment or are or will be insured over by the Title Company pursuant to an endorsement to the Commitment and in such event, if reasonably required to allow the parties to prepare for Closing, the Closing Date shall be deferred to a date mutually agreed upon by the parties, or (b) Seller has failed to arrange to have the Unpermitted Exceptions removed or insured over by the Title Company. If Seller does not notify Purchaser that it has arranged to have the Unpermitted Exceptions removed or insured over within said five (5) business day period, Purchaser may elect either:
(a) to terminate this Agreement, in which event the deposit shall be returned to Purchaser as Purchaser's sole remedy hereunder; or
(b) After the Title Objection Dateto take title as it then is, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have which election must be made within five (5) Business Days after he or she receives notice days following expiration of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than said five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, day period in which event:
(1) Purchaser will shall be deemed to have accepted agreed to accept title as it then is without any reduction in the exceptions to title set forth on any updates to Purchase Price;
(2) all Unpermitted Exceptions not removed from the Commitment will thenceforth be deemed Permitted Exceptions; and
(3) this Agreement shall remain in full force and effect. If the Commitment discloses Unpermitted Exceptions, and other than those which the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated Company has agreed to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effectinsure against, or the security interest was filed more than five (5) year prior Seller has agreed to pay or discharge, or Purchaser has agreed to waive, then unless Purchaser agrees to accept title as it then is without reduction of the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien whichPurchase Price, pursuant to the provisions of Seller may, at its option, terminate this Agreement, is required in which event the deposit together with interest accrued thereon shall be returned to be discharged or satisfied by SellerPurchaser as Purchaser's sole remedy under this Agreement. On the Closing Date, Seller shall not cause the Title Company to issue an owner's title insurance policy, or the unconditional commitment of the Title Company to issue such policy (which commitment shall be required to discharge or satisfy deemed made upon the same of record provided the money necessary to satisfy the lien is retained recordation by the Title Company or its agent of the Deed), in the amount of $1,000,000, subject only to the printed exceptions normally contained in such policies and the Permitted Exceptions. The Title Policy shall be standard or extended coverage, at ClosingPurchaser's option; provided, however, if Purchaser elects extended coverage, Purchaser shall be responsible for satisfying, at Purchaser's cost, the Title Company's requirements therefor, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser payment for the recording charges any additional premiums for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on extended coverage. In no event shall the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out extended because of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum Purchaser's election of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsextended coverage.
Appears in 1 contract
Sources: Asset Purchase Agreement (Alanco Environmental Resources Corp)
Title Commitment. (a) Purchaser has ordered a Seller shall convey good and indefeasible title insurance commitment with respect to the Real Property issuedto Purchaser at Closing, subject only to the “Permitted Encumbrances” (as defined below). During the Inspection Period, Purchaser shall request and obtain from ▇▇▇▇▇▇▇ Title Guaranty Company (“Title Company”) a commitment for a standard Owner's Policy of Title Insurance issued by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide insuring good and indefeasible fee simple title to Seller the Title CommitmentLand, together with legible copies of the title all exceptions listed thereontherein. On or before March 28, 2014 Purchaser shall have until the date which is seven (7) days prior to Closing to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation (hereby confirmed) to remove all “Mortgages” and “Monetary Liens” (each as defined below) by Closing, as further described in Section 3.1.3(b) below, whether or not Purchaser objects thereto. Seller shall notify Purchaser in writing within two (2) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller, in which event neither party shall have any further obligation hereunder except for the Surviving Obligations. All exceptions set forth in the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”.
(b) In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, in its reasonable discretion, Purchaser shall within three (3) days after receipt of any such update to the Title Commitment notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging (i) any monetary liens or other title exceptions Unacceptable Encumbrances that Purchaser objects to (“Title Objections”) or arise as a result of Seller’s intentional acts, (ii) any Survey Objectionmortgages or deeds to secure debt that appear on the Title Commitment (the “Mortgages”), and (iii) all mechanics, judgment, tax and other monetary liens and encumbrances of liquidated amounts (excluding, however, current, non-delinquent taxes and assessments) affecting the Property which were voluntarily caused or created by, through or under Seller (collectively, the “Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances, Mortgages and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice . Upon a termination of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions of this Agreementimmediately preceding sentence, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply upon prior written notice to Seller, and such search results neither party shall not be deemed Title Objectionshave any further obligation hereunder except for the Surviving Obligations.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Preferred Apartment Communities Inc)
Title Commitment. (a) Purchaser has ordered shall cause the Title Company to furnish to Purchaser (i) a preliminary title insurance report or title commitment with respect (the "COMMITMENT") and (ii) copies of all recorded documents referred to on Schedule B of the Real Property issued, Commitment as exceptions to coverage (the "TITLE DOCUMENTS").
(b) Purchaser shall have the right to object in writing to any matters shown on the Commitment or disclosed by the Title Company Documents, the Existing Survey or any updated or subsequent survey that are not Permitted Exceptions (individually, a "TITLE OBJECTION" and collectively, the “Title Commitment”)"TITLE OBJECTIONS") prior to the date which is the tenth (10th) Business Day following the execution and delivery of this Agreement. On or before March 12, 2014, Purchaser shall provide have the further right to order a run-down title examination prior to Closing, and to submit to Seller any Title Objection which may have arisen since the initial Commitment. Unless Purchaser shall timely object to any exceptions or matters shown on or disclosed by the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection DateDocuments, TIME BEING OF THE ESSENCEthe Existing Survey or any updated or subsequent survey, then Purchaser will all such exceptions and matters (other than exceptions relating to the matters described in Section 6.2(c)) shall be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “constitute additional Permitted Exceptions”. Seller may elect (but, subject to Section 6.2(c), shall not be obligated) to remove or cause to be removed, at Seller's expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal. Seller shall notify Purchaser in writing within ten (10) days after receipt of Purchaser's notice of Title Objections whether Seller elects to remove same. If Seller fails to provide such notice, Seller shall be deemed to have waived elected not to cure such Title Objections. If Seller is unable to remove any Title Objections in a manner acceptable to Purchaser (in Purchaser's reasonable discretion), prior to the Closing, or if Seller elects not to remove one or more Title Objections, Purchaser may elect, as its right sole and exclusive remedy therefor, to object either (i) terminate this Agreement by giving written notice to Seller on or before the earlier of the date that is three (3) Business Days after receipt of Seller's notice or three (3) Business Days after the expiration of the foregoing ten (10) day period, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be paid to Purchaser, upon Purchaser's unilateral written instructions to the Escrow Holder within the foregoing time period, Purchaser shall return the Purchaser's Information to Seller, and thereafter the parties shall have no further rights or obligations hereunder except for the Termination Surviving Obligations or (ii) waive such Title Objections, in which event such Title Objections shall be deemed additional "Permitted Exceptions" and the Closing shall occur as herein provided without any Survey Objection.
reduction of or credit against the Purchase Price. If before the end of the period set forth in (bi) After the Title Objection Dateabove, if the Title Company raises any new exception Purchaser fails to give Seller and Escrow Agent such written notice, then Purchaser shall be deemed to have elected to take title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior Property subject to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed Objections pursuant to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted ExceptionsSection 6.2(b)(ii).
(c) All taxesNotwithstanding any provision of this Section 6.2 to the contrary, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against obligated, prior to or at the Purchase Price (subject Closing, to cure exceptions to title to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if Property relating to (i) the personal property covered by such liens and security interests are no longer in or on securing the Real Propertyloan from GELCO Corporation to Seller, or (ii) such personal property is any other monetary liens or security interests against Seller's interest in the property of a TenantProperty (including, without limitation mechanics' liens, judgment liens and Seller executes tax liens against Seller's interest in the Property), (iii) all taxes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year assessments due and payable for any period prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and (iv) any exception to title created after the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out effective date of the Real Property, and a credit is given Commitment that has not been consented to Purchaser for the recording charges for a satisfaction or discharge of such lienby Purchaser.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Imclone Systems Inc/De)
Title Commitment. (a) Purchaser Buyer acknowledges that it has ordered a title insurance commitment with respect to received the Real Property issuedCommitment for Title Insurance for the Property, by the Title Company effective May 30, 2019 and updated August 29, 2019, Commitment No. [***] (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of all documents appearing as title exceptions. Buyer shall have the right to have title exceptions listed thereonupdated from time to time prior to the Closing, and shall provide to Seller any update to the Title Commitment (as applicable, an “Update”) that Buyer obtains promptly following Buyer’s receipt thereof. On or before March 28, 2014 Buyer shall give Seller prompt written notice of any exception to title to the Property in the Update that is not a Permitted Exception and to which Buyer objects (the an “Title Objection DateObjection”). Seller shall have no obligation to bring any action or proceeding, Purchaser shall notify Seller in writingor to incur any expense or liability, if there are to remove any Objection (i) including any monetary liens judgments recorded against the Property, a “Lien or other title exceptions that Purchaser objects to (“Title ObjectionsJudgment”) or that is not a Required Removal Exception. “Required Removal Exception” means the following:(i) all Seller Financings Liens, (ii) any Survey Objectionmechanic’s or materialmen’s liens recorded against the Property for work done by or on behalf of Seller or any of its Affiliates, (iii) any federal tax lien recorded against the Property, and (iv) any Lien or Judgment (excluding any Lien or Judgment arising under the foregoing clauses (i), (ii) or (iii)) that, when aggregated with any other Lien or Judgment under this clause (iv) (excluding any Lien or Judgment arising under the foregoing clauses (i), (ii) or (iii)), does not exceed $15,000,000. In the event Seller does not receive written notice case of any Required Removal Exception described in the foregoing clauses (ii), (iii) or (iv), Seller shall have the option (in its sole discretion) of bonding over such lien or Lien or Judgment, escrowing sufficient funds with the Title Objections Insurer, indemnifying the Title Insurer or Survey Objection taking any other similar action at or prior to Closing such that such lien or Lien or Judgment is omitted from the Title Policy (or is otherwise insured over by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed Insurer) without additional cost to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) Buyer and thereafter Seller shall be deemed to have waived its right to object to any Survey Objection.
(b) After satisfied, and caused the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Propertyrelease of, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedRequired Removal Exception.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (CAESARS ENTERTAINMENT Corp)
Title Commitment. 1. Within ten (a10) Purchaser has ordered a days following the Effective Date, Seller’s attorney shall cause First American Title Insurance Company (“Title Company”) to issue and deliver to Buyer an A.L.T.A. title commitment for an owner’s title insurance commitment with respect to policy in the Real Property issued, by amount of the Title Company Purchase Price (the “Title Commitment”), showing marketable fee simple title to the Property vested in Seller. On or before March 12, 2014, Purchaser The Title Commitment shall provide be accompanied by one (1) copy of every exception to Seller title set forth therein. All costs of the Title Commitment shall be borne by Seller.
2. Upon receipt of the Title Commitment, together with legible copies of Buyer shall have ten (10) days within which to examine the title Title Commitment and give written notice to Seller, within such 10-day period, specifying any exceptions listed thereon. On or before March 28, 2014 that show in the Title Commitment that are not permitted exceptions (the “Title Objection DateDefects”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event a valid mortgage or lien appears of record it will be discharged by Seller does at or prior to Closing or from the Closing proceeds and such encumbrance or lien will not receive be considered to be a Title Defect. Seller shall have a period of ten (10) days after receipt of such written notice of any Title Objections objections within which Seller shall undertake reasonable efforts to cure or Survey Objection by remove the Title Objection DateDefects of which notice in writing has been so given; provided, TIME BEING OF THE ESSENCEhowever, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, that Seller shall not be required to discharge maintain any lawsuit to cure or satisfy the same remove any of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and Defects or to expend costs in excess of FIVE THOUSAND DOLLARS ($5,000.00) in total related to such curative efforts (other than with respect to such liens described above). At the end of such 10-day period Seller shall provide Buyer with a written report setting forth the status of its efforts to cure or remove the Title Company either omits Defects and its efforts undertaken in connection therewith. In the lien as an exception from event Seller fails to cure or remove the title insurance commitment or insures against collection thereof from out Title Defects within such 10-day period, then Buyer may, at its option, elect prior to the end of the Real PropertyInspection Period to (a) accept title subject to the uncured Title Defects raised by Buyer, and a credit is given to Purchaser for without an adjustment in the recording charges for a satisfaction or discharge of such lien.
(e) No franchisePurchase Price, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of in which event the Property, that may be a lien against the Property on the Closing Date, uncured Title Defects shall be an objection deemed to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptciesbe waived for all purposes, or other returns against other persons having names (b) terminate this Agreement, whereupon the same as or similar Deposit shall be returned to that Buyer and this Agreement shall be of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, no further force and such search results shall not be deemed Title Objectionseffect (except for any indemnifications which survive hereunder).
Appears in 1 contract
Sources: Sale Agreement (Cornerstone Core Properties REIT, Inc.)
Title Commitment. (a) Purchaser has acknowledges receipt of the Commonwealth Title Commitment. If Purchaser elects to use a title company other than Commonwealth Land Title Insurance Company, prior to the Effective Date, Purchaser shall have ordered from the Title Company a title insurance commitment with respect to the Real Property issued, by the for an Owner’s Title Company Insurance Policy (the “Title Commitment”). On or before March 12If Purchaser elects to use Commonwealth Land Title Insurance Company as the Title Company, 2014within two (2) Business Days after the Effective Date, Purchaser shall provide to Seller order from the Title Company an update to said Commonwealth Title Commitment, together with legible copies . Prior to the expiration of the title exceptions listed thereon. On or before March 28, 2014 Evaluation Period (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are writing of any (i) any monetary liens or other exceptions to title exceptions that to the Real Property raised by the Title Company if Purchaser objects to deems same unacceptable (“Title Objections”) or and (ii) any Survey ObjectionObjections. In the event Seller does not receive written notice of any Title Objections or Survey Objection Objections by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such the exceptions to title set forth on in the Title Commitment as permitted Commitment, and such exceptions (as accepted or waived by Purchaser, the shall constitute “Permitted Exceptions”) , and shall be deemed to have waived its right to object to any Survey Objectionall matters shown on the Updated Survey. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO THE TITLE OBJECTION DATE.
(b) After By the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception date (the “New Objection Date”) which is five (5) Business Days after Purchaser’s counsel receives notice of any (i) new exception to title to the Real Property recorded in the land records or arising after the effective date of the Title Commitment or (ii) new material matter first disclosed in any update to the Updated Survey after the Title Objection Date, as the case may be, and prior to the Closing (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to Purchaser shall provide Seller with written notice of its objection to such new exception if such exception constitutes a Purchaser deems same unacceptable (“New Title Objection”). TIME SHALL BE OF THE ESSENCE WITH RESPECT TO THE NEW OBJECTION DATE. In the event Seller does not receive notice of such the New Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the applicable exceptions to title set forth on any updates applicable update to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or ; (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, ; or (iii) the security interest was filed more than five (5) year years prior to the Closing Date and was not renewed; and in addition, as a result thereof or otherwise, the Title Company omits such security interest as an exception from the Title Commitment.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing to be applied to satisfy such lien at Closing, or Seller provides an indemnity from MCRLP in form and substance satisfactory to the Title Company, the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment without additional premium or insures against collection thereof from out of the Real Propertycost to Purchaser, and Purchaser’s lender does not object to such omission based on such indemnity and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Real Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Real Property from the lien thereofthereof or an indemnity agreement reasonably satisfactory to the Title Company, the Title Company omits the lien as an exception from the Title Commitment and Purchaser’s lender does not object to such omission based on such indemnity agreement. If any such tax issue is not resolved within sixty (60) days of after Closing, the Title Company shall, at Purchaser’s direction use any escrowed funds to satisfy such tax. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser and the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and and, so long as the Title Company omits the same as an exception from the Title Commitment without additional premium or cost to Purchaser, such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. (a) Purchaser has ordered a hereby acknowledges receipt of those ---------------- certain commitments for title insurance commitment issued by Chicago Title Insurance Company with respect to a portion of the Real Property issuedLand (together covering all of the Land), by having an effective date of February 19, 1998 (Commitment No. 209703421), February 23, 1998 (Commitment No. 209800811), and November __, 1998 (Commitment No. _____________) (collectively, the Title Company (the “"Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”") and containing the commitment of said title company to issue its ALTA Form of title insurance policy, in an amount equal to the Purchase Price. The title commitment so issued shall be deemed later dated to have waived its right to object to any Survey Objection.
a date not more than fifteen (b15) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible days prior to the Closing if Date. Each title commitment delivered hereunder shall be conclusive evidence of Good and Marketable Title as therein shown, subject only to those exceptions as therein stated. If any later date title commitment discloses exceptions to title other than the Permitted Exceptions (whether or not the Title Company is prepared to insure over such notice is received exceptions), Seller shall have until the Closing Date to have those exceptions removed from the commitment or, in the case of exceptions which may be removed with less than five the payment of money, deliver the undertaking of the Title Company to insure over such exceptions. If Seller fails to have any such exceptions removed (5or insured over as above provided) Business Days on or prior to the ClosingClosing Date, then provided such unpermitted exceptions are not the result of a breach or default of Seller under SECTION 6.1.5 or SECTION 6.1.9 of this Agreement, Purchaser may elect (as its sole remedy for Seller's failure to have such title exceptions removed or insured over), by delivery of notice to provide Seller with written notice if such exception constitutes a Title Objection. In that effect at any time within thirty (30) days after the event Seller does not receive notice of such Title Objection by the New Objection Closing Date, Purchaser will be deemed either (i) to have accepted take title as it then is, with the exceptions right to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against deduct from the Purchase Price liens or encumbrances of a definite or ascertainable amount (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and in which case such exceptions shall not thereafter be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property"Permitted Exceptions"), or (ii) to terminate this Agreement, and all of the rights and remedies of the parties hereto, whereupon the Deposit shall be returned to Purchaser. If such personal property is unpermitted exceptions are the property result of a Tenant, and breach or default of Seller executes and delivers an affidavit to such effect, under SECTION 6.1.5 or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions SECTION 6.1.9 of this Agreement, is required to be discharged or satisfied by Seller, Purchaser shall have the rights and remedies provided for in SECTION 7.2 hereof in the event of a default of Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienhereunder.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase Agreement (Wells Real Estate Investment Trust Inc)
Title Commitment. Seller shall convey good and indefeasible title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within three (3) Purchaser has ordered business days following the Effective Date, Seller shall order a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for a Texas Owner’s Policy of Title Insurance (the “Title Policy”), issued by the Escrow Agent on behalf of the Title Company, insuring good and indefeasible title to the Property, and will also order copies of all documents and instruments, if any (“Title Review Documents”), that will be shown as Schedule B Exceptions or Schedule C items on the Title Policy upon issuance. On or before March 12, 2014, Purchaser shall provide to Seller have ten (10) business days following its receipt of the Title Commitment, together with legible copies of all Title Review Documents and the “Survey” (defined below), but in no event later than the forty fifth (45th) day following the Effective Date, to deliver to Seller written notice of Purchaser’s objections to title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure (any such title objection as to which Seller notifies Purchaser that Seller intends to cure, an “Agreed Cure Item”). In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection (other than Agreed Cure Items and Monetary Liens, which Seller must satisfy) in writing and proceed to Closing (in which event such waived title objection (other than Agreed Cure Items and Monetary Liens, which shall not be waived) shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive a refund of the ▇▇▇▇▇▇▇ Money, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived by Purchaser in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around in a manner reasonably satisfactory to Purchaser, or otherwise discharging in a manner reasonably satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens (other than liens arising out of the acts of Purchaser, its agents or contractors) or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to agree to eliminate all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence, which Seller shall so remove), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed yet have responded thereto. Upon a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property termination of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions of this Agreementimmediately preceding sentence, is required the ▇▇▇▇▇▇▇ Money shall be returned to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingPurchaser, and neither party shall have any further rights or obligations hereunder other than the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Title Commitment. i. Donee shall have the right to order and obtain, at Donee's expense, a current title commitment (a“Title Commitment”) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, and special tax search issued by the Title Company (setting forth the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies state of the title exceptions listed thereon. On or before March 28of the Property and all exceptions, 2014 including easements, restrictions, rights-of-way, covenants, reservations, and other conditions, if any, affecting the Property which would appear in an Owner's Policy of Title Insurance (the “Title Objection DatePolicy”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection issued by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed Company for the Property.
ii. Donee shall have a period of 90 days after receipt of the Title Commitment to have accepted or waived such exceptions advise Donor as to title set forth any matters shown on the Title Commitment as permitted exceptions that are objectionable to Donee (as accepted “Title Objection Notice”). Should Donee provide a Title Objection Notice, Donor shall have the right, but not the obligation, to cure, commit to cure or waived remove all such objections within 30 days following receipt of a Title Objection Notice. If Donor does not commit to cure or cause all of the objections to be removed or cured to Donee’s satisfaction within the above-described 30-day period or if Donor elects not to cure the objections or commit to cure the objections, Donee shall have the right, to either (a) terminate this Agreement by Purchaser, delivering written notice to Donor within 5 days after the “Permitted Exceptions”earlier of (1) and notice from Donor to Donee that Donor will not remove or cure the objections or commit to cure the objections or (2) the expiration of the above-described 30-day period; or (b) elect to accept the Property subject to the objectionable matter. Donee’s failure to deliver the foregoing notice of termination shall be deemed to have waived its Donee’s waiver of such objections and a waiver of such right to object terminate pursuant to this Section. Notwithstanding any Survey Objection.
other provision of this Agreement to the contrary, Donor shall have the unconditional obligation, at no cost to Donee (a) to remove or cure any title matter which is a lien for the payment of money only (exclusive of taxes and assessments, both general and special, not yet due and payable which shall be subject to separate proration); (b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection encumbrance that can be removed by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
payment of a definite sum of money; and (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, any title matter which arose after the Effective Date as a result of the acts of Donor; Escrow Agent is hereby authorized to make such payment on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject Donor’s behalf at Closing. Notwithstanding any other provision herein to the provision for apportionment of taxescontrary, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property this entire agreement is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained contingent upon legislative acceptance by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out City of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienNorth Royalton.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Real Estate Donation Agreement
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have Within five (5) Business Days after he or she receives notice the Opening of such exception Escrow, Seller shall cooperate with Buyer to cause the Title Company to furnish to Buyer a title commitment ("Title Commitment") for issuance of an ALTA Extended Owner's Policy of Title Insurance covering all of the “New Objection Date”) (or as promptly as possible prior Property to be purchased by this Agreement in an amount equal to the Purchase Price, issued by the Title Company together with certified copies of all instruments reflected as exceptions therein, including, but not limited to, any easements, restrictions, reservations, terms, covenants, or conditions which may be applicable to or enforceable against any of the Property. The Title Commitment will show Seller to be owner of fee simple title and will contain the "standard printed exceptions." Within ten (10) days after receipt of the Title Commitment ("Title Review Period"), Buyer shall notify Seller in writing of Buyer's disapproval of any exception shown on the Title Commitment ("Disapproved Exception"). Any mortgage, deed of trust, mechanic's lien, delinquent tax lien, judgment lien or other monetary lien shown on the Title Commitment, if any, shall be removed by Seller at its expense before or at the Closing if such ("Monetary Liens"). Any exception not approved by Buyer in writing within the Title Review Period shall be deemed a Disapproved Exception. Only exceptions accepted by Buyer or to which Buyer waives its objection by written notice is received with less than shall be deemed accepted by Buyer ("Permitted Exceptions"). Within five (5) Business Days prior to the Closing)after receiving timely notice of any Disapproved Exception from Buyer, to provide Seller with shall deliver written notice if such exception constitutes a to Buyer specifying whether Seller will remove the Disapproved Exception from the Title ObjectionCommitment, except that Seller shall be required to remove all Monetary Liens as provided above. In the event If Seller does not receive agree to remove any Disapproved Exception or fails to deliver such notice of such Title Objection by the New Objection Dateto Buyer, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if then Buyer may (i) the personal property covered by such security interests are no longer in or on the Real Propertywaive Buyer's prior disapproval and proceed to close Escrow, or (ii) such personal property is terminate this Agreement, in which event Escrow Holder shall cancel the property of a TenantEscrow and promptly return the Deposit to Buyer and all other documents and funds to the depositing party, and Seller executes and delivers an affidavit except as otherwise specified in this Agreement, the parties hereto shall have no further obligation to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions each other except for those obligations which expressly survive termination of this Agreement. Possession shall be delivered at Closing free and clear of all matters, is required to be discharged or satisfied by Seller, except the Permitted Exceptions. Seller shall not cause or permit any new exceptions to be required recorded with respect to discharge or satisfy the same of record provided Property that are not reflected in the money necessary Title Commitment unless approved by Buyer in writing. Seller agrees to satisfy the lien is retained by provide such affidavits and other documents as the Title Company at Closing, and may require to delete all exceptions for rights of possession or for mechanic's liens from the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienPolicy.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title Commitment. Seller shall, within five (a5) Purchaser has ordered business days after the Effective Date, obtain and deliver to Buyer a title insurance current commitment with respect to the Real Property issued, by the for an ALTA Owner’s Title Company Insurance Policy (the “Title Commitment”)) from the Title Company relating to the Property in an amount equal to the Purchase Price for the Property. On or before March 12The title commitment delivered hereunder shall be conclusive evidence of good and marketable title as therein shown, 2014, Purchaser subject only to those exceptions as therein stated. Buyer shall provide have the right to Seller have a survey (the “Updated Survey”) of the Property prepared at the sole cost and expense of Buyer and Buyer shall order such Updated Survey within three (3) days of receipt of the Title Commitment, together with legible copies . Buyer shall have until five (5) business days after receipt of the title exceptions listed thereon. On or before March 28Title Commitment and Updated Survey, 2014 if applicable (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title ObjectionsReview Period”) to give Seller a detailed notice objecting to any exception or (ii) any Survey Objectioncondition contained in the Title Commitment or the Updated Survey. In the event Seller If Buyer does not receive written give notice of any Title Objections or Survey Objection by objections to Seller within the Title Objection DateReview Period, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and Buyer shall be deemed to have waived its right to object to any Survey Objection.
(b) After approved the title as shown in the Title Objection DateCommitment, the title exceptions, and all matters shown on the existing survey or the Updated Survey, if the Title Company raises any, and any new exception to title to the Real Propertysuch exceptions or matters shall become “Permitted Exceptions”. If Buyer provides timely objections, Purchaser’s counsel Seller shall have five (5) Business Days business days after he or she receives receipt of Buyer’s notice of such exception (the “New Objection DateTitle Cure Period”) in which to elect, by written notice to Buyer (“Seller’s Title Notice”), either (A) to cure Buyer’s objections, or as promptly as possible prior (B) not to cure Buyer’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Buyer’s objections. Notwithstanding the preceding sentence, Seller shall be obligated, at Closing, to cause Title Company to remove deeds of trust, mortgages, security deeds or other security liens encumbering the Property, except the currently existing mortgage in favor of Lender which will be assumed by Buyer, which are caused by or due to the Closing if such notice is received with less than five acts of Seller (5) Business Days prior to the Closing“Required Cure Items”), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller is unable to cause the Title Company to remove or insure over any Required Cure Items, Buyer’s sole remedy shall be to terminate the Agreement at which time the Title Company shall return the ▇▇▇▇▇▇▇ Money to Buyer and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination). In the event that Seller fails to provide such written notice of its election to proceed under either clause (A) or (B) above, Seller shall be deemed to have elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the Title Cure Period for any reason, then, within five (5) days after receipt or deemed receipt of Seller’s Title Notice, Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement by giving a termination notice to Seller, at which time Title Company shall return the ▇▇▇▇▇▇▇ Money to Buyer and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Buyer’s title as shown in the Title Commitment, the title exception documents, the existing survey or the Updated Survey, if any, and any such uncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of such Title Objection by the New Objection DateBuyer’s election to terminate under this Section, Purchaser Buyer will be deemed to have accepted waived the exceptions to title set forth on any updates to the Title Commitment as uncured objections and such uncured objections shall become “Permitted Exceptions”.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Inland Residential Properties Trust, Inc.)
Title Commitment. Sellers shall, within three (a3) Purchaser has ordered business days after the Effective Date, deliver or cause Title Insurer to deliver, a title insurance commitment with respect to insure fee title to the Real Property issued, by the Title Company (the “Title "Commitment”). On or before March 12, 2014, Purchaser shall provide ") with respect to Seller the Title Commitmenteach Property, together with a legible copies copy of each instrument that is listed as an exception in the title exceptions listed thereonCommitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. On Buyer shall have until the Tranche 1 Approval Date [or before March 28Tranche 2 Approval Date, 2014 as applicable] (the “Title Objection Date”) to examine same and to notify Sellers in writing of its objections to title (all items so objected to being hereinafter referred to as the "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, Purchaser except those specifically and timely objected to by Buyer in accordance with this Section, shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived approved by Purchaser, the “Permitted Exceptions”) Buyer and shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers of any Objectionable Items, Sellers may, but shall not be obligated to, cure or remove same; however, Sellers agree to consult with Title Insurer in order to determine which Objectionable Items, if any, Title Insurer is willing to remove, all with no action required on the part of Sellers. Anything in this Agreement to the contrary notwithstanding, Sellers shall, prior to the applicable Closing, cure any monetary liens and other liens of an ascertainable amount created or assumed by, through or under Sellers (the “Monetary Exceptions”). If Sellers and/or Title Insurer does cure or remove all such Objectionable Items, Buyer shall have waived its no further right to object terminate this Agreement pursuant to any Survey Objection.
(b) After this Article except with respect to subsequent matters affecting title and survey as set forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment to issue, at Closing, a T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price for such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Objection DateInsurer. Sellers shall notify Buyer, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have within five (5) Business Days days after he or she receives Sellers’ receipt of Buyer's notice of such exception Objectionable Items, as to which Objectionable Items Sellers and/or Title Insurer are willing or able to cure or remove (the “New Objection Date”) (or as promptly as possible prior to the Closing "Seller's Election"); and if no such notice is received with less than given within such time period, Sellers shall be deemed to have elected not to 19 cure any of the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) Business Days prior days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to the Closing), make Sellers’ Election if Seller fails to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive send notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(cSeller's Election) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.either:
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the First American Title Insurance Company (the “Title Commitment”)of New York under Commitment No. On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, 135-NJ-29480-1 together with legible copies of the title exceptions listed thereon, that Purchaser has reviewed and accepted all matters shown therein, other than the requirements set forth at Schedule B-Section I h. and n. therein, and the items set forth at Schedule B-Section II items 1-7 and 9 therein, and that such matters constitute Permitted Exceptions. On or before March 28, 2014 By the date (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i"NEW OBJECTION DATE") any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have which is five (5) Business Days after he or she Purchaser's counsel receives a new title commitment from the Title Company (the "TITLE COMMITMENT"), Purchaser shall provide Seller with written notice of any objections raised in such Title Commitment which are not Permitted Exceptions and which Purchaser deems unacceptable ("TITLE OBJECTIONS"). If Purchaser's counsel receives notice of such any new objection or exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Scheduled Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to provide have five (5) Business Days to review said new objection or exception and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with written notice if such exception constitutes a Title Objectionrespect to Seller's right to cure same. In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Date, Purchaser will be deemed to have accepted as Permitted Exceptions the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptionsand any updates thereto. Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or Title Commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, at Purchaser's sole cost and expense an owner's policy of title insurance (the "TITLE POLICY") in the amount of the Purchase Price on the then standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a), all matters shown on the Existing Survey and the exceptions shown on EXHIBIT G (collectively, the "PERMITTED EXCEPTIONS") are conclusively deemed to be acceptable to Purchaser.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, or the security interest has expired under applicable law. If the personal property is no longer in or on the Real Property or is the property of a Tenant, Seller shall execute and Seller executes and delivers deliver an affidavit to such effect, which affidavit shall include an indemnification in favor of Purchaser and the Title Company against any loss, cost or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedexpense related thereto if Seller's affidavit is incorrect.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Propertycommitment, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof omits the lien as an exception from or out of the Real Property and/or the Improvements, title insurance commitment and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
(e) In the event that the Title Company is not prepared to insure title to the Real Property in the manner provided in this Agreement and Seller is able to obtain a commitment from one or more of First American Title Insurance Company of New York, Chicago Title Insurance Company, Commonwealth Land Title Insurance Company or Lawyer's Title Insurance Company to insure title in the manner required in this Agreement, Seller shall be entitled to cause any one or more of such companies to so insure Purchaser's title.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Commitment. Within fifteen (a15) Purchaser has ordered days of the Effective Date, Seller will cause to be delivered to Buyer a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller ) from the Title Commitment, together with legible Company committing to issue to Buyer a standard coverage owners policy of title insurance in the amount of the Purchase Price and copies of all documents listed on Schedule B to the title Title Commitment as exceptions listed thereonto coverage. On or before March 28, 2014 Buyer will have fifteen (15) days from receipt of the Title Commitment (“Title Objection DateReview Period”), Purchaser shall ) to notify Seller in writing, if there are (i) writing of any monetary liens or other title exceptions that Purchaser objects to objections (“Title Objections”) or (ii) any Survey Objectionto title as revealed in the Title Commitment, which writing will set forth the specific basis for Buyer’s objection(s). In the event If Buyer fails to notify Seller does not receive written notice of any Title Objections or Survey Objection by prior to the expiration of the Title Objection Date, TIME BEING OF THE ESSENCEReview Period, then Purchaser Buyer will be deemed to be satisfied with the condition of title and to have waived all Title Objections. If Buyer does deliver written notice of its Title Objections within the Title Review Period, Buyer will be deemed to have accepted or waived such exceptions any objections to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted or waived and not objected to in Buyer’s notice of Title Objections. As to those Title Objections raised by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After Buyer during the Title Objection DateReview Period, if Seller notifies Buyer that Seller for any reason in Seller’s sole and absolute discretion declines or is unable to cure or obtain insurance over the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days Objections prior to the Closing), to provide Buyer will, at Buyer’s sole option: (a) notify Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year writing prior to the Closing Date and was not renewed.
(d) If on expiration of the Closing Date the Real Property shall be affected by any lien which, pursuant Due Diligence Period that Buyer elects to the provisions of terminate this Agreement, is required in which event this Agreement will terminate and the E▇▇▇▇▇▇ Money Deposit will be returned to be discharged Buyer and neither Party will have any further rights, liabilities or satisfied by Sellerother obligations under this Agreement, Seller shall not be required except with respect to discharge those matters intended to survive termination; or satisfy the same of record provided the money necessary to satisfy the lien is retained by (b) waive the Title Company at Objections and proceed to Closing, and . Notwithstanding the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Sellerforegoing, Seller will deliver cause to Purchaser an affidavit stating that such judgmentsbe removed from title to the Property any recorded deeds of trust, bankruptcies mechanics’ or other returns do not apply to Sellermaterialmen’s liens, and such search results shall not be deemed Title Objectionsdelinquent tax liens or judgment liens.
Appears in 1 contract
Sources: Real Property Purchase and Sale Agreement (Tonix Pharmaceuticals Holding Corp.)
Title Commitment. Seller shall cause the Title Company to deliver to Buyer within five (a5) Purchaser has ordered business days after the Effective Date a current title insurance commitment with respect to the Real Property issued, issued by the Title Company covering the Real Property in the amount of the Purchase Price (the “"Preliminary Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible ") accompanied by copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth in the Preliminary Title Commitment. Buyer shall be solely responsible for negotiating with the Title Company to obtain the deletion of or to obtain affirmative coverage over any such exceptions, and for obtaining such endorsements as Buyer may desire. Buyer shall have until fifteen (15) business days after delivery of the Preliminary Title Commitment and the existing survey described in Section 5(b) below (the "Title and Survey Review Period") to review title and survey and to obtain the agreement of the Title Company with respect to the exceptions to title and endorsements to be issued to Buyer by the Title Company. If Buyer has reached such an agreement with the Title Company upon expiration of the Title and Survey Review Period, the Preliminary Title Commitment in the form agreed to between Buyer and the Title Company shall be the "Approved Title Commitment." If Buyer has not reached such an agreement with the Title Company at the end of the Title Survey Review Period or otherwise approved the condition of title, Buyer may (i) terminate this Agreement and the ▇▇▇▇▇▇▇ Money shall be promptly returned to Buyer or (ii) proceed with the purchase of the Property as set forth in Paragraph 6(g) below (subject to any other applicable contingencies), in which case the Preliminary Title Commitment as it exists at the expiration of the Title and Survey Review Period shall be the "Approved Title Commitment." "Permitted Exceptions" shall mean the following: (x) the title exceptions listed on any updates the Approved Title Commitment, and (y) the standard printed exceptions, except that the exception for taxes shall be modified to read "real property taxes and assessments for 2000 and subsequent years." At the Closing, Seller shall pay that portion of the cost of issuance of a standard owner's policy of title insurance to Buyer (the "Title Policy") attributable to the Title Commitment Policy prior to any negotiations of Buyer for deletion of or affirmative coverage over any such exceptions or for Buyer's endorsements, and Buyer shall pay all costs over and above the basic cost of the Title Policy (including any costs attributable to Buyer's negotiations, the cost of any endorsements Buyer may request and any costs associated with upgrading to an ALTA policy), as Permitted Exceptions.
(c) All taxeswell as the cost of any title insurance premiums and charges resulting from requirements imposed by Buyer's lender, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objectionif any. If on the Closing Date there shall be security interests filed against the Real PropertyDate, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected is subject to any liens, encumbrances or title defects (other than the Permitted Exceptions) which did not arise because of a default by any lien whichSeller hereunder, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, then Seller shall not be required obligated to discharge cure or satisfy the same of record provided the money necessary attempt to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of cure such liendefect.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wellsford Real Properties Inc)
Title Commitment. (a) Purchaser has ordered Purchaser, at Purchaser’s sole cost and expense, may obtain a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”)) of the Property issued by a Title Insurance Company (“Title Company”) acceptable to Purchaser. On or before March 12, 2014, Purchaser shall provide to Seller forward a copy of the Title Commitment, together with legible copies if any, to Seller within five (5) calendar days of receiving it. If Purchaser desires a survey (“Survey”) of the title exceptions listed thereonProperty, Purchaser may, at Purchaser’s sole cost and expense, obtain a Survey of the Property and upon receipt of said Survey, Purchaser shall deliver a copy of it to Seller. On If the Title Commitment or before March 28the Survey shows that all or part of the Property is unmarketable, 2014 or subject to a defect, lien, encumbrance, easement, condition or restriction which is unacceptable to Purchaser (the each, a “Title Objection DateObjection”), Purchaser shall notify deliver written notice of such Title Objection (“Title Objection Notice”) to Seller on or before the 30th calendar day following the Effective Date. For purposes of this Agreement, the 30 calendar day period provided for in writingthe preceding sentence is hereinafter referred to as the “Inspection Period”. If Purchaser has not delivered a Title Objection Notice to Seller prior to the expiration of the Inspection Period, if there are Purchaser shall be deemed to have approved title to the Property and to have waived its ability to terminate this Agreement for the failure of this Condition. If Seller is unable or unwilling to cure a Title Objection, Seller shall send Purchaser prompt written notice (“Seller’s Notice”) of that fact [but, in any event, within ten (10) calendar days after receipt of the Title Objection Notice]. Within five (5) calendar days after the date of Seller’s Notice, Purchaser shall elect to either: (i) waive such Title Objections which Seller is unable or unwilling to cure and accept such title to the Property as Seller is able to convey, without any monetary liens reduction in the Purchase Price and without any liability on the part of Seller (such waiver of liability by Purchaser being deemed to survive the Closing or other title exceptions that Purchaser objects to (“Title Objections”) termination of this Agreement); or (ii) any Survey Objection. In the event Seller does not receive terminate this Agreement by delivering written notice of termination to Seller and thereafter Seller shall repay the ▇▇▇▇▇▇▇ Money to Purchaser. After termination, neither Purchaser nor Seller shall have any Title Objections further rights or Survey Objection obligations under this Agreement or liability to the other, except for those obligations which survive the termination of this Agreement. Each Party shall bear its own costs incurred hereunder. Any notice of termination provided for in this paragraph must be received by Seller not later than the Title Objection Datefifth (5th) calendar day after the date of Seller’s Notice. If Seller has not received a notice of termination from Purchaser on or before the fifth (5th) calendar day after Seller’s Notice, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right ability to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, terminate this Agreement pursuant to the provisions of this Agreement, is required paragraph and to be discharged or satisfied have elected to accept the title to the Property that Seller will deliver at Closing. All matters which are not timely objected to by Seller, Seller shall not be required to discharge or satisfy the same Purchaser which are: (i) of record provided the money necessary to satisfy the lien is retained by record; (ii) contained in the Title Company at Closing, Commitment (if any); or (iii) disclosed in the Survey (if any) shall be deemed to have been approved by Purchaser. The following are collectively hereinafter referred to as “Permitted Encumbrances”: (i) installments or real estate taxes and the Title Company either omits the assessments (general and special) constituting a lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of on the Property, that may be a lien against the Property on the Closing Date, shall be but not yet due and payable; (ii) all matters which an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release accurate survey of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, would disclose; (iii) all other matters approved or other returns against other persons having names the same as or similar deemed to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, have been approved by Purchaser; and such search results shall not be deemed (iv) all Title ObjectionsObjections subsequently waived by Purchaser.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title Commitment. (a) Purchaser has ordered shall obtain no later than thirty (30) days after the Effective Date (i) a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) provided by Escrow Agent agreeing to issue to Purchaser, 2014upon Closing, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the an ALTA owner’s title exceptions listed thereon. On or before March 28, 2014 insurance policy (the “Owner’s Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title ObjectionsPolicy”) or (ii) any Survey Objection. In in the event Seller does not receive written notice amount of any Title Objections or Survey Objection by the Title Objection DatePurchase Price, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to insuring title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received real property in accordance with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required subject only to existing title exceptions and other liens, encumbrances or exceptions that are approved by Purchaser, and those which shall be discharged by Seller at, or satisfied before, Closing, (ii) a current ALTA/NSPS survey of the Property (the “Survey”), at Purchaser’s sole discretion, and (iii) UCC, tax lien, bankruptcy and judgment searches for the Seller (collectively, the “Searches”), at Purchaser’s sole discretion.
(b) Purchaser has until the expiration of the Due Diligence Period to object in writing to any issue or condition not acceptable to Purchaser. Purchaser’s failure to object in writing to any such issue or condition prior to the expiration of the Due Diligence Period shall be deemed a waiver by Purchaser of its ability to terminate this Agreement pursuant to the Due Diligence Contingency. If any objection is made, Seller may, but has no obligation to, endeavor to correct such issue or condition; provided, that if such issue or condition is a valid monetary tax lien, judgment, or valid mechanic’s lien, such lien or judgment shall be paid by Seller prior to Closing or out of Seller’s proceeds at Closing, at Seller’s discretion, and in either case, no additional cure shall be necessary. Seller shall notify Purchaser of its election to endeavor to correct any such condition within ten (10) Business Days of Seller’s receipt of Purchaser’s written objections. If Seller elects to correct such condition, Seller shall not have thirty (30) days in which to exercise its best efforts to attempt to correct such condition (except for monetary liens which can be required to discharge or satisfy the same paid out of record provided the money necessary to satisfy the lien is retained by the Title Company Seller’s proceeds at Closing, for which no additional cure shall be necessary) and the Title Company either omits Closing Date shall be extended as necessary to permit such correction. If all such issues and conditions cannot be corrected within the lien as an exception thirty (30) day period, despite Seller’s best efforts, or if Seller does not elect to endeavor to correct such issues or conditions, Purchaser may terminate this Agreement or accept such issue or condition and close without any reduction in the Purchase Price except for liens or encumbrances of a definite or ascertainable amount which may be paid from the title insurance commitment Purchase Price on or insures against collection thereof from out before Closing. Any restrictions, liens, encumbrances, easements, rights of way and other matters which are waived or are not objected to by Purchaser in the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienmanner provided in this Section 5.1(b) shall be deemed “Permitted Exceptions”.
(ec) No franchisePurchaser may from time to time update the effective date of the Title Commitment or examination. If such update discloses any unpermitted or unacceptable title exceptions affecting title to the Property which first appeared of record subsequent to the effective date of such previous Title Commitment or examination (“New Objections”), transferthen Purchaser shall notify Seller thereof, inheritanceand Seller, incomein Seller’s sole discretion and at Seller’s sole cost and expense, corporate may cure all New Objections. The New Objections shall be cured within thirty (30) days from the date of such notice, and the Closing Date shall be extended, if necessary, to permit Seller such thirty (30) day period to cure. If Seller cannot or other tax openchooses not to cure all of the New Objections, levied or imposed against then Purchaser shall have the right and option (a) to terminate this Agreement by giving written notice of such termination to Seller or any former owner of the Property, that may be a lien against (b) to acquire the Property on the Closing Date, shall be an objection subject to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title New Objections.
Appears in 1 contract
Title Commitment. Not later than sixty (a60) Purchaser has ordered a title insurance commitment days after the Purchaser's request with respect to each Real Property parcel, and provided that the legal description of the parcel has been adequately identified, Owner shall furnish Purchaser the commitment of the Title Insurer to issue an ALTA Form B Owner's Policy of title insurance covering each parcel of the Real Property issued, by the Title Company (the “individually "Title Commitment”"). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of all documents appearing as exceptions to title insurance coverage in the title exceptions listed thereoncase of each parcel of Real Property. On or before March 28, 2014 Not later than ninety (the “90) days after receipt of each Title Objection Date”)Commitment, Purchaser shall notify Seller Owner in writing, if there are (i) writing of those exceptions set forth on Schedule B to each Title Commitment which Purchaser will not accept as permitted exceptions to title. Any item on Schedule B to each Title Commitment or any monetary liens or other title exceptions that state of facts shown on any survey to which Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived object within such ninety (90) days shall become permitted exceptions to title set forth on (the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “"Permitted Exceptions”"). Mortgages, deeds of trust, mechanics' liens, tax liens, and judgment liens affecting any parcel comprising part of the Real Property are not Permitted Exceptions (regardless of whether specifically objected to by Purchaser or not) and must therefore be cleared by Owner at or prior to each parcel's respective Conveyance Date. If Purchaser timely disapproves of certain other exception(s), Owner shall be deemed to have waived its the right to object to cure any Survey Objection.
disapproved items within thirty (b30) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, days of Owner's receipt of Purchaser’s counsel 's objection. Owner shall have notify Purchaser of its election in writing within five (5) Business Days days after he receipt of Purchaser's notice. If Owner elects not to cure such disapproved items, or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior elects to the Closing if such notice is received with less than five (5) Business Days prior cure and fails to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Datedo so, Purchaser will be deemed may elect, on or before the Conveyance Date to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against parcel of the Real Property and which Seller is obligated the subject of Purchaser's notice, to pay and discharge will be credited against the Purchase Price either (subject i) terminate this Contract, to the provision for apportionment extent of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the that specifically affected parcel of Real Property, such items in which event Purchaser shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Propertyentitled to Liquidated Damages, or (ii) accept title such personal property as Owner is willing to convey, with the property further right to deduct from the next installment of the cash portion Purchase Price the cost of removing such objections, provided such objection is of a Tenantnature where removal is possible by payment of a predetermined liquidated amount. If that is not the case, and Purchaser may still accept such title as Seller executes and delivers an affidavit to such effectcan convey, or the security interest was filed more than five (5) year prior but no adjustment to the Closing Date and was not renewed.
Purchase Price would be granted to Purchaser; or (diii) If on the Closing Date the Real Property shall be affected by any lien whichselect, pursuant to in cooperation with Seller/Owner, an alternate parcel at such Seller Resort in accordance with the provisions of the definition of Real Property as well as Article XIII hereof. Any objection arising after Purchaser's notice to Seller or Owner pursuant to this AgreementSection may be referred to Owner for disposition as set forth herein, is required regardless of when (after Purchaser's initial notice) such objection arises, up to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company and at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser Conveyance Date for the recording charges for a satisfaction or discharge of such liensubject parcel.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Development Agreement (American Skiing Co)
Title Commitment. (a) Purchaser has ordered a Seller shall convey good and marketable fee simple title insurance commitment with respect to the Real Property issuedto Purchaser at Closing, by subject only to the Title Company “Permitted Encumbrances” (defined below). Within five (5) days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment (the “Title Commitment”). On or before March 12) for a standard form ALTA Owner's Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2014, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Real Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall notify have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller in writing, if there are was to so respond) to either (i) waive any monetary liens or other such title exceptions that Purchaser objects objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Title ObjectionsPermitted Encumbrance”) , as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey Objectionindicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser Unacceptable Encumbrances that are voluntarily created by Seller (“Voluntary Unacceptable Encumbrances”) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Voluntary Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust IV, Inc.)
Title Commitment. (a) Purchaser has ordered Objections. Seller shall obtain from the Title Company a current title insurance commitment with respect to for the Real Property issued, by the Title Company (the “"Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, ") together with legible copies of the any restrictive covenants, easements, and other items listed as title exceptions listed thereon. On or before March 28, 2014 therein to issue an ALTA Form B Owner's Policy of Title Insurance (the “"Title Objection Policy") for the Property. Within five (5) business days after the Effective Date”, Seller shall provide to Purchaser, to the extent same are in Seller's possession, copies of the following: (a) any title commitments or title policies concerning the Property, including the Title Commitment, (b) a current survey of the Property showing all Improvements thereon (the "Survey") and (c) a current rent roll reflecting all Leases that affect the Property. Within fifteen (15) business days after the receipt of items (a) through (c) referred to in the immediately preceding sentence (the "Title Review Period"), Purchaser shall give written notice (the "Objection Notice") to Seller of any item affecting the title or the Survey to which Purchaser objects (the "Objections") separately specifying and setting forth each such Objection, and Seller shall notify Purchaser within five (5) business days after its receipt of Purchaser's written notice of Seller's intent to not cure one or more of the Objections ("Seller's Notice"). Seller shall then cure on or before Closing all Objections except those set forth in Seller's Notice. Seller shall pay or bond over any mechanic's liens, real estate and personal property taxes and unpaid bills with respect to the Property incurred or arising with respect to periods prior to Closing. If Purchaser gives Seller an Objection Notice within the Title Review Period, then all matters disclosed in the Title Commitment which are not objected to in such Objection Notice shall be deemed to be Permitted Encumbrances. If Purchaser fails to give Seller an Objection Notice within the period set forth above, then all matters disclosed in the Title Commitment shall be deemed to be Permitted Encumbrances. Purchaser may issue an Objection Notice with respect to any new matters first reflected in any update of the Title Commitment or Survey, so long as it is given within five (5) business days of receipt of such update. If Purchaser has any Objections which Seller has not elected to cure, then Purchaser shall have the right to notify Seller in writing, if there are prior to the later of (i) any monetary liens or other title exceptions that Purchaser objects to (“the expiration of the Title Objections”) Review Period or (ii) any Survey Objection. In the event Seller does not three (3) business days after receipt of Seller's Notice that Purchaser has elected to receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release return of the Property from Earnest Money (together wi▇▇ ▇▇▇ interest accrued thereon) in accordance with Section 2.2 hereof, and, following Purchaser's receipt thereof, this Agreement shall terminate and neither party shall have any further obligations to the lien thereof. If a search of title discloses judgmentsother party hereunder, bankruptcies, or other returns against other persons having names except the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsSurviving Duties.
Appears in 1 contract
Sources: Property Purchase Agreement (Homes for America Holdings Inc)
Title Commitment. Within ten (a10) business days after the Date of Agreement Seller shall deliver to Purchaser has ordered a current Texas form title commitment (or such other comparable form as may be reasonably acceptable to Purchaser and customary in the state where the Property is located) (the "Title Commitment") for an owner's title insurance commitment with respect policy issued by the title company identified in Line 10 of the Summary Statement (the "Title Company") in the amount of the Purchase Price, covering title to the Real Property issuedLand, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title CommitmentImprovements and Appurtenant Rights, together with legible copies of each of the documents underlying the title exceptions listed thereontherein. On or before March 28, 2014 the date which is five (5) days after Purchaser's receipt of the “Title Commitment ("Title Objection Date”"), Purchaser shall will notify Seller in writing, if there are (i) any monetary liens or other writing as to those title exceptions that listed in the Title Commitment which it will accept as Permitted Exceptions (the "Exception Notice"). If Purchaser objects fails to (“Title Objections”) provide Seller the Exception Notice on or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by before the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will the title exceptions listed in the Title Commitment shall be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “be Permitted Exceptions”) Exceptions and Purchaser shall be deemed to have waived its right to object to any Survey Objection.
such exceptions. Seller shall have the right, but not the obligation, until the sooner of (bx) After the Title Objection Closing Date, if or (y) the Title Company raises any new exception to title to date which is ten (10) days after the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she date Seller receives notice of such exception the Exception Notice (the “New Objection sooner of which is hereinafter referred to as the "Title Clearance Date”") (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted all title exceptions other than Permitted Exceptions (collectively, the exceptions to title set forth on any updates to "Unpermitted Exceptions") removed from the Title Commitment as Permitted or to have Title Company commit to insure, at Seller's expense, against any and all loss or damage that may be occasioned by any such Unpermitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If Seller fails on or before the Closing Title Clearance Date there shall be security interests filed against to reasonably demonstrate to Purchaser that the Real PropertyUnpermitted Exceptions have been removed, or in the alternative, that Seller has obtained a commitment for title indemnification or title insurance over such items shall not be Unpermitted Exceptions in form reasonably acceptable to Purchaser, then, in either such case, Purchaser shall, as its sole remedy, have the option (the "Title Objections if Election") to either (i) terminate this Agreement, whereupon the personal property covered by such security interests parties hereto shall have no further obligations hereunder (except for obligations which are no longer in or on expressly intended to survive the Real Propertytermination of this Agreement), and receive a return of the Earnest Money, or (ii) such personal property is proceed with Closing, in which event the property Purc▇▇▇▇ ▇▇ice shall be reduced by an amount equal to the aggregate amount of all tax, judgment, mechanics' and lender's liens of a Tenant, definite and ascertainable amount that constitute Unpermitted Exceptions and Purchaser shall be deemed to have waived any objection to any other Unpermitted Exceptions. If Purchaser fails to notify Seller executes and delivers an affidavit to such effect, or the security interest was filed more than of its Title Election within five (5) year prior to days after the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property Title Clearance Date, Purchaser shall be affected by any lien whichdeemed to have elected to proceed with the Closing, pursuant to the as set forth in subclause (ii) above. The provisions of this Section 6 shall survive the termination of this Agreement. Notwithstanding the foregoing, is required to be discharged or satisfied by SellerPurchaser acknowledges and agrees that Seller recently refinanced the Property and in connection therewith provided a title insurance policy (number 00908922) dated April 15, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by 2002 and hand marked May 1, 2002 from the Title Company at Closingto its lender, National City Bank, a copy of which has been provided to Purchaser (the "Existing Lender's Title") and that all exceptions from coverage other than the loan insured thereby listed in such Existing Lender's Title Company either omits shall constitute Permitted Exceptions for purposes of this Agreement. In addition, anything contained in this Agreement to the lien as an exception from contrary, the Purchaser shall be responsible for the cost of any title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search premium in excess of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that insurance coverage of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections$6,600,000.
Appears in 1 contract
Sources: Real Estate Purchase and Sale Agreement (T Reit Inc)
Title Commitment. Purchaser shall have five days following its receipt of the Title Commitment and the Survey within which to give Seller written notice (a“Purchaser’s Disapproval Notice”) Purchaser has ordered a of Purchaser’s disapproval of any exceptions to title insurance commitment with respect shown in the Title Commitment or Survey or any other matters effecting title to the Real Property issued, by the Title Company (the “Title CommitmentExceptions”). On or before March 12, 2014, The failure of Purchaser to give Purchaser’s Title Disapproval Notice within such period shall provide be deemed to Seller constitute Purchaser’s approval of all of the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey ObjectionExceptions. In the event of Purchaser’s disapproval of any of the Title Exceptions as set forth above, Seller does not receive shall have five days after Seller’s receipt of Purchaser’s Disapproval Notice during which to determine and give Purchaser written notice (“Seller’s Cure Notice”) of any disapproved Title Objections or Survey Objection by the Title Objection DateExceptions which Seller elects, TIME BEING OF THE ESSENCEin its sole discretion, then Purchaser will be deemed to have accepted or waived such eliminate as exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, . The failure of Seller to give Seller’s Cure Notice within the period described above shall be deemed to constitute Seller’s election not to cure any of the matters described in the Purchaser’s counsel Disapproval Notice. Prior to the Closing, Seller shall eliminate, at its sole cost and expense, all Title Exceptions set forth in Seller’s Cure Notice from the Title Policy and as exceptions to title to the Real Property. If acceptable to Purchaser, Seller’s elimination of such title matters may be accomplished by Seller’s obtaining, at its expense, title insurance protection for Purchaser against such exception, the form of which shall be reasonably satisfactory to Purchaser. If Seller’s Cure Notice does not include all Title Exceptions disapproved by Purchaser in Purchaser’s Disapproval Notice, or if Seller fails to deliver Seller’s Cure Notice, Purchaser shall have five the right to terminate this Agreement in accordance with the terms of Section 3.5 or acquire the Real Property subject to the disapproved Title Exceptions not included within Seller’s Cure Notice. If Purchaser elects to proceed with the purchase of the Real Property pursuant to Section 3.5, then the Title Exceptions and the matters described in Article VI and Permitted Subsequent Exceptions (5defined below), but excluding (i) Business Days after he those Title Exceptions to be deleted pursuant to the Seller’s Cure Notice, (ii) any delinquent taxes or she receives notice assessments, and (iii) any liens, encumbrances or security interests securing payment of such exception (any monetary lien created by or against Seller or the Real Property, shall be the “New Objection Date”Permitted Exceptions” hereunder. A“Permitted Subsequent Exception” shall mean any encumbrance, encroachment, defect in title, or other matter which does not adversely interfere with the operation of a hotel on the Real Property (as determined in Purchaser’s reasonable discretion) and which is not otherwise a Permitted Exception, and (or as promptly as possible A) of which Purchaser and Seller are notified by the Title Company prior to the Closing if such notice (by endorsement to the Title Commitment or otherwise); or (B) which is received with less than five (5) Business Days discovered by Purchaser, and of which Purchaser notifies Seller, prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Within five (a5) Purchaser has ordered a days after the execution of this Agreement, Buyer shall order commitments for owner’s policies of title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller ) issued by the Title CommitmentInsurer covering fee simple title to the Property, together in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions (to the extent Buyer complies with the necessary requirements to remove them such as obtaining an appropriate ALTA survey) and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title exceptions listed thereoncommitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. On Seller will provide Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or before March 28, 2014 more boundary surveys for the Property (the “Title Objection DateSurvey”), Purchaser shall notify Seller in writing, if there are ) prepared by a registered land surveyor or surveyors satisfactory to Buyer. If (i) any monetary liens or other title exceptions that Purchaser objects update to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such Commitments reflect any exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “other than Permitted Exceptions”) and shall be deemed Liens which are not acceptable to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, PurchaserBuyer in Buyer’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Propertysole discretion, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit Survey to such effectbe obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the security interest Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was filed more than not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) year days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall, within ten (10) days after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (w) all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date and was not renewed.
(dx) If on the Closing Date the Real Property shall be affected by any lien whichall mortgages, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closingsecurity deeds, and other security instruments, except for the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real PropertyExisting Mortgages, (y) all Taxes due and payable, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ez) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien all judgments against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company which may constitute a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsLien.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Sentio Healthcare Properties Inc)
Title Commitment. Seller shall convey insurable fee simple title to the Land and Improvements to Purchaser at Closing, subject only to the "Permitted Encumbrances" (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect for each of the projects comprising the Property (collectively, the "Title Commitments") for a standard form ALTA Owner's Policy of Title Insurance for each of the projects comprising the Property (collectively, the "Title Policies") in the amount of the Purchase Price, issued by the Escrow Agent on behalf of the Title Company, insuring fee simple title to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title CommitmentProperty, together with legible copies of the title all exceptions listed thereontherein. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are have until the earlier to occur of (i) any monetary liens or other title exceptions that Purchaser objects the date which is three (3) days prior to (“Title Objections”) the last day of the Approval Period or (ii) any Survey Objectionthe date which is ten (10) days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the "Surveys" (defined below), to deliver to Seller written notice of Purchaser's objections to title for each parcel described in Section 1.1(a) herein (the "Parcel") comprising a portion of the Property (individually, a "Title Objection Letter"). Seller shall have the right, but not the obligation, to cure Purchaser's objections to title; subject, however, to Seller's obligation to remove all "Monetary Liens" (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller's receipt of a Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not receive written notice undertake to cure all of any Title Objections or Survey Objection by the objections in each such Title Objection Date, TIME BEING OF THE ESSENCELetter to Purchaser's sole satisfaction (or does not timely respond to any such Title Objection Letter), then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have the right for five (5) Business Days days after he or she receives notice receipt of such exception (the “New Seller's response to each Title Objection Date”) Letter (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.days DOCVARIABLE BABC_DocID
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. (a) Purchaser has ordered During the Option Term and in any event before Buyer exercises the Option, Buyer shall, at Buyer’s expense, obtain a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA owner’s policy of title insurance on the Real Property in an amount acceptable to Buyer (the “Title Policy”) issued by a national title insurance company acceptable to Buyer (the “Title Insurer”), together with copies of all recorded instruments which are the subject of the requirements and proposed special exceptions listed in the Title Commitment (the “Title Documents”). On or before March 12, 2014, Purchaser Buyer shall provide to Seller furnish Owner a copy of the Title Commitment, together with legible copies the Title Documents, and if obtained by ▇▇▇▇▇, the Survey. Within ten (10) days after ▇▇▇▇▇’s receipt of the title exceptions Title Commitment, Title Documents, and if applicable, Survey, Buyer shall notify Owner in writing (“Buyer’s Objection Notice”) of any matters listed thereonin the Title Commitment which are objectionable to Buyer (herein the “Title Objections,” which term shall not include the Permitted Title Exceptions). On or before March 28Within ten (10) days after receipt of Buyer’s Objection Notice, 2014 Owner shall notify Buyer in writing (the “Cure Notice”) which Title Objection Date”), Purchaser shall notify Seller in writingObjections, if there are (i) any monetary liens or other title exceptions that Purchaser objects any, Owner elects to (“Title Objections”) or (ii) any Survey Objectioncure. In the event Seller does If ▇▇▇▇▇ has not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaserreceived a Cure Notice within said 10-day period, the “Permitted Exceptions”) and same shall be deemed to have waived its right constitute Owner’s election not to object cure any of the Title Objections. Owner shall not be obligated to cure any Survey Objection.
of Buyer’s Title Objections. Notwithstanding the foregoing and if Buyer exercises the Option, Owner agrees (a) to cooperate with ▇▇▇▇▇’s cure of any reasonable Title Objections that can be cured, (b) After to satisfy any requirements contained in the Title Objection DateCommitment relating to Owner’s authority to consummate the sale transaction, (c) to execute and deliver the Closing Documents it is required to execute. If Owner does not elect, or is deemed to have elected not, to cure any Title Objections, Buyer’s only options shall be either (i) to terminate this Agreement and elect not to exercise the Option or if already exercises, rescind the Title Company raises any new exception to title to exercise of the Real Property, Purchaser’s counsel shall have five Option (5which right is hereby granted) Business Days after he or she receives by giving written notice of such exception election (the “New Objection DateTermination Notice”) (or as promptly as possible prior to the Closing if such notice is received with less than within twenty-five (525) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice days after Buyer’s receipt of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxesCommitment, water rates or chargesTitle Documents, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real PropertySurvey, or (ii) such personal property is to elect to preserve the property of a TenantOption in effect and if already exercised or thereafter exercised, and Seller executes and delivers an affidavit accept title to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by subject to any lien which, pursuant Title Objections which Owner has elected not to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such liencure.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Option Agreement
Title Commitment. Within thirty (a30) days after the Effective Date, Purchaser has ordered shall have the option to obtain a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”)) for an Owner’s Policy of Title Insurance for the Property in the amount of the Purchase Price (“Title Policy”) issued by Kingdom Title Solutions, Inc. (“Title Company”) setting forth the condition of title to the Property. On Purchaser shall have thirty (30) days after receipt of the Title Commitment being no later than January 7, 2022 (“Title Review Period”) to review the condition of title to the Property. If during the Title Review Period, in the Purchaser’s reasonable opinion there is an unresolved lien or before March 12, 2014encumbrance in the Title Commitment that may invalidate or impair the title, Purchaser shall provide written notice of its objections to Seller on or before the expiration of the Title CommitmentReview Period.
(a) Seller shall have no obligation to correct or cure such objections, together but may at its sole option, elect to cure or correct such objections. If Seller elects to correct or cure the objections, Seller shall send written notice to Purchaser. Seller shall commence such cure with legible copies due diligence and shall have the right to extend the Closing Date for a reasonable period of the title exceptions listed thereontime to complete such cure. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify not terminate this Agreement while Seller in writingis completing such cure.
(b) If Seller elects not to correct or cure the objections, if there are Seller shall provide written notice to the Purchaser. Within three (3) days after receipt of Seller’s notice, the Purchaser shall have the right, upon written notice to Seller, to either (i) agree to waive any monetary liens or other title exceptions that Purchaser objects objections and proceed to (“Title Objections”) closing without any cure of the objections and without any reduction in the Purchase Price; or (ii) any Survey Objection. In elect to terminate this Agreement in which event the event Seller does not receive parties shall have no further obligations hereunder, except Purchaser’s obligations to indemnify, defend and hold harmless shall survive the termination of this Agreement.
(c) If Purchaser fails to send written notice of any Title Objections its objections or Survey Objection by termination to Seller prior to the expiration of the Title Objection DateReview Period, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its waive any right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he matter or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates condition relating to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against condition of title to the Real Property and which Seller is obligated Purchaser waives any right to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Real Estate Purchase Agreement