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 July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 July 25March 12, 20132014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8March 28, 2013 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 July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 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 July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 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 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 July 25, 2013, 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 August 8subject to encumbrances which substantially impair the intended use of the Property, 2013 (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 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 July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 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. 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 July 25, 2013, 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 August 8exception documents, 2013 (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) 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 July 25, 2013, 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 August 8, 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 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 Lawyer's Title Company Insurance Corporation under Commitment No. NYN-02-001836 (the “"Title Commitment”"). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 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 July 25, 2013, 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 August 8, 2013 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. 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 July 25, 2013, 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 August 8, 2013 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 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 July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 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-02-001837 (the “"Title Commitment”"). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 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. 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 July 25, 2013Seller 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 August 8, 2013 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. 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 July Within five (5) business days following receipt of the later to be received of (i) the Commitment from Title Company and (ii) the Survey, but in no event later than twenty-five (25, 2013) 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 August 8, 2013 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. (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 July 25, 2013, Purchaser shall provide to Seller issuance of the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 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. (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 July 25, 2013, 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 August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 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. 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 before July 25, 2013, Purchaser shall provide Surveys by a written notice of objections delivered to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On on or before August 815, 2013 (2016. Buyer agrees that each of the “Title Objection Date”)Permitted Encumbrances listed in Schedule 3.12 shall not be included in any such notice of objections, Purchaser 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 notify have no obligation to remove or cure title objections, except for the following items, which shall be removed or 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. Tenant, at Tenant’s expense and within sixty (a60) Purchaser has ordered days following the Effective Date, may obtain an ALTA leasehold title commitment (the “Commitment”) covering the Leased Premises and issued by a title insurance commitment with respect to the Real Property issued, company selected by the Title Company ▇▇▇▇▇▇ (the “Title CommitmentCompany”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of all instruments, if any, referred to in the title Commitment as exceptions listed thereonto title. On or before August 8, 2013 Tenant shall have a period (the “Title Objection DateReview Period”)) ending on the date twenty (20) days after receipt of the latter of the Survey and the Commitment to review and approve the Commitment and Survey. If any exceptions appear in the Commitment or any matters are disclosed by the Survey which are objectionable to Tenant, Purchaser shall Tenant shall, within the Title Review Period, notify Seller Landlord, in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objectionof such fact. In the event Seller If Tenant does not receive written notice of any Title Objections or Survey Objection object to the matters disclosed by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted Commitment or waived such exceptions to title set forth on the Survey within the Title Commitment as permitted exceptions (as accepted or waived by PurchaserReview Period, the “Permitted Exceptions”) and Tenant shall be deemed to have waived its right approved the matters disclosed by the Commitment and the Survey and such matters shall be included in the term “Permitted Exceptions” as used herein (which term shall also include all other title and survey matters expressly permitted by the provisions of this Lease). In the event Tenant objects to object matters disclosed by the Commitment or the Survey within the Title Review Period, then:
(a) Landlord shall, without the obligation to expend funds, cooperate with Tenant as reasonably necessary to cure such objections to the satisfaction of Tenant as expeditiously as possible but in any Survey Objection.event prior to the end of the Feasibility Period; or
(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 Landlord fails to clear the title of the matters to which Tenant objects within the allotted time, Tenant may, in its sole discretion, elect to (x) terminate this Lease by delivery of written notice thereof to Landlord, in which case this Lease shall be of no further force and effect, or (y) clear the title of the defects and objections so specified, or (z) waive 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 Exceptionsobjection.
(c) All taxesNotwithstanding the foregoing, water rates in the event Tenant objects to a title or chargesSurvey matter, sewer rents Landlord may, by notice given within twenty (20) days after such objection, refuse to cure such objection, and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated shall have no liability to pay and discharge will be credited against the Purchase Price (subject Tenant relating to the provision for apportionment of taxessame. In that event, 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 PropertyTenant shall, such items shall not be Title Objections if in its sole discretion, elect options (i) the personal property covered by such security interests are no longer in or on the Real Propertyx), (y), or (iiz) such personal property is as set forth in 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 renewedimmediately preceding subparagraph.
(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: Lease Agreement
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 July 25, 2013, 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 August 8, 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 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 has ordered As soon as practicable after the Effective Date, at Seller's expense, a title commitment that Purchaser agrees is satisfactory for an ALTA Form B owner's policy of title insurance commitment with respect to the Real Property issued, ("Commitment") issued by the North American Title Company (the “"Title Company"), in the amount of the Purchase Price showing marketable title in Seller. Title Company shall supply Purchaser with an endorsement updating the effective date of the commitment and disclosing any new matters of record within forty-eight (48) hours of the Effective Date. If the Commitment discloses exceptions to such title, Purchaser, within ten (10) business days following the date on which Purchaser receives the Commitment”). On or before July 25, 2013, Purchaser shall provide deliver to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 DatePurchaser's objections, TIME BEING OF THE ESSENCEif any, then to such exceptions. If Purchaser will be deemed fails to have accepted or waived deliver such exceptions written notice of objections to title set forth on the Title Commitment as permitted exceptions Seller within such ten (as accepted or waived by Purchaser10) day period, the “Permitted Exceptions”) and Purchaser shall be deemed to have waived its right to object to such exceptions. If Purchaser shall so object to any Survey Objection.
(b) After the Title Objection Datesuch exceptions, if Seller and the Title Company raises any new exception to title to shall notify Purchaser within twenty (20) business days following the Real Property, date of Purchaser’s counsel shall have five (5) Business Days after he or she receives 's 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 objections that either (i) the personal property covered exceptions have been, or will be at or prior to Closing, removed from the Commitment or are or will be insured over by such security interests are no longer in or on the Real PropertyTitle Company pursuant to an endorsement to the Commitment, or (ii) such personal property Seller has failed to arrange to have the exceptions removed or insured over by the Title Company. Seller will, if title is found unmarketable, use diligent efforts to correct defect(s) in title within the property of a Tenanttime provided therefore, and but is not obligated to bring any suits to correct title. If Seller executes and delivers an affidavit does not notify Purchaser that it has arranged to have the exceptions removed or insured over within said twenty (20) day period, Purchaser may elect either:
(1) to terminate this Agreement; or
(2) to take title as it then is, as shown on the Commitment, subject to such effect, or exceptions (the security interest was filed more than five "Permitted Exceptions"). Notice of such election must be made within ten (510) year prior business days following expiration of said twenty (20) day period. If Purchaser does not give such notice of its election 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 so terminate this Agreement, is required to be discharged or satisfied by Seller, Seller this Agreement 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, remain in full force 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 effect. On the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out shall issue an owner's title insurance policy at Purchaser's option and cost insuring fee simple title in Purchaser as of the Real Property and/or the ImprovementsClosing Date, and provided further that Seller deposits in accordance with the Title Company a sum of money or a parental guaranty reasonably acceptable Commitment, subject only 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 Exceptions.
Appears in 1 contract
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 July 25cause to be removed, 2013any 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 August 8, 2013 (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 July 25, 2013, 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 August 8, 2013 (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. 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 July 25, 2013Effective 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 August 8the Removable Liens, 2013 (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 July 25, 2013, 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 August 8date and time of the recording of the Deed, 2013 (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. Within five (a5) Purchaser has ordered business days following the Effective Date, Seller shall order a commitment for the issuance of an ALTA owner's title insurance commitment with respect to the Real Property issued, policy ("Commitment") issued by the Title Company showing the condition of title to the Premises. If the Commitment discloses matters which are objectionable to Purchaser, Purchaser, within ten (10) days following the “Title date on which Purchaser received the Commitment”). On or before July 25, 2013, Purchaser shall provide deliver to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 Purchaser's objections, if any, to such matters ("Unpermitted Exceptions"). If Purchaser fails to deliver such written notice or Survey Objection by objection to Seller within the Title Objection Dateapplicable time 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 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 ten (10) 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 (satisfactory to purchaser and its lender) 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) After Seller has failed to arrange to have the Unpermitted Exceptions removed or insured over by the Title Objection DateCompany. If Seller elects option (b) or fails to notify Purchaser that it has arranged to have the Unpermitted Exceptions removed or insured over within said ten (10) business day period, Purchaser shall, within ten (10) days after the end of said 10-day period, elect either to terminate this Agreement by delivering written notice thereof within said ten (10) day period, in which event the Earn▇▇▇ ▇▇▇ey (and Additional Earn▇▇▇ ▇▇▇ey, if the Title Company raises any new exception any) shall be returned to title to the Real PropertyPurchaser as Purchaser's sole remedy hereunder, 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 title as it then is, in which event all Unpermitted Exceptions not removed from the exceptions to title set forth on any updates to the Title Commitment as will thenceforth be deemed Permitted Exceptions.
(c) All taxes, water rates or chargesand if reasonably required to allow the parties to prepare for Closing, 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 deferred to 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 date mutually agreed upon 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 parties. On the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out shall issue an owner's title insurance policy in the amount of the Real Property and/or the Improvementspurchase price, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable standard exceptions deleted, but with such additional endorsements as Purchaser may order and pay for, subject only to the Permitted Exceptions (the "Title Company and sufficient to secure Policy"). It is understood by the parties that in the event that Purchaser does not order a release of Survey or that the Property from Title Company, after reviewing the lien thereof. If a search of title discloses judgmentsSurvey, bankruptcies, or other returns against other persons having names will not delete 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.standard
Appears in 1 contract
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 July 25, 2013, 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 August 8standard printed exceptions, 2013 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 July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 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 furnish to Purchaser, within twenty (a20) days from the beginning of the Inspection Period, a current Title Commitment ("Title Commitment") from the Escrow Agent. Purchaser has ordered a title insurance commitment with respect shall have twenty (20) days from the date of receipt of such Title Commitment to the Real Property issued, by state any objections to title. Exceptions shown on the Title Company (the “Title Commitment”). On or before July 25, 2013, Commitment not objected to by Purchaser shall provide by delivery of written notification to Seller within twenty (20) days from the receipt of the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 be acceptable to Purchaser as if specified herein. The foregoing accepted exceptions are collectively referred to herein as the "Permitted Exceptions". Upon receipt of written notice of Purchaser's objections, Seller shall have waived its a reasonable time, not to exceed thirty (30) days from the date of receipt of such written notice, in which to remedy or remove such exception(s) objected to by Purchaser. If Seller is unable or unwilling to remove or remedy any survey matter or title exceptions objected to by Purchaser within thirty (30) days from the date of written notice of such Purchaser's objections, then each of Purchaser and Seller shall have the right to object terminate this Contract, unless Purchaser elects to waive any Survey Objection.
such objections and notifies Seller thirty (30) days before the date of closing (hereinafter defined) that (a) such title objections are now Permitted Exceptions and (b) After of Purchaser's intentions to close the transaction contemplated herein. If the Contract is canceled in accordance with this provision, the Purchaser shall be entitled to a refund of the ▇▇▇▇▇▇▇ Money and neither Seller nor Purchaser shall have any other liability to the other. The Seller shall convey the Property to the Purchaser at closing subject only to the Permitted Exceptions. It is specifically understood, however, that no deed of trust lien, mortgage, security interest, mechanic's and materialman's lien, or other lien or security interest securing the payment of money, as may be shown on Schedule C of the Title Objection DateCommitment, 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 "Permitted Exception" whether or not be Title Objections if (i) the personal property covered objected to by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, Purchaser; and Seller executes and delivers an affidavit agrees 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 cause to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same released of record provided at closing all such monetary liens. Seller further warrants that the money necessary to satisfy the lien Property is retained presently occupied solely 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 affiliate of Seller, and that at closing there will be no tenants-in-possession, or parties-in-possession, other than 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 Objectionsas herein permitted.
Appears in 1 contract
Title Commitment. 3.5.1 Within five (a5) Purchaser has ordered days after the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, shall order through the Closing Agent and a title company of its choice (the “Title Company”), a commitment for title insurance commitment with respect to the Real Property issued, by the Title Company (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 or before July 25Purchaser shall, 2013, Purchaser shall provide no later than twenty (20ten (10) days prior to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 Commitment (the “Title Objection DateLetter”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser timely objects to any item set forth in the Title Commitment, then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item.
3.5.2 Seller shall have until 5:00 p.m. on the date which is ten (“Title Objections”10five (5) or (ii) any Survey Objection. In the event Seller does not receive written notice days after receipt 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 Letter (as accepted or waived by Purchaser, the “Permitted ExceptionsTitle Cure Notice Date”) and to agree in writing to cure before Closing, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have waived its right elected not to object to cure, in which event Purchaser may, at any Survey Objection.
(b) After time before expiration of the Title Objection DateDue Diligence Period, 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 either: (i) terminate this Agreement by delivering to Seller and Closing Agent a written notice of termination, whereupon Title Company shall release and return the personal property covered by such security interests are no longer in or on the Real Property, Deposit 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 disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Date and was not renewed.
(d) If on Agent a written notice of termination or waiver of 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 items shall not be deemed Title Objectionsbecome Permitted Exceptions.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title Commitment. Within fifteen (a15) Purchaser has ordered days of the Effective Date, Seller shall deliver to Buyer a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide issued by a title company reasonably acceptable to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 Buyer (the “Title Objection DateCompany”) in form and content reasonably accept to Buyer, and legible copies of all documents referenced therein. At Closing, Seller shall provide to Buyer and the Title Company any and all documents that are reasonably necessary to satisfy all requirements (including those relating to the release of any and all mortgages encumbering the Property) and the standard pre-printed exceptions set forth in the Title Commitment for the issuance of an extended coverage owner’s title insurance policy in favor of Buyer insuring good and marketable fee simple title to the Property, subject only to the Permitted Exceptions, with an insured amount equal to the Purchase Price (the “Title Policy”). As used in this Agreement, Purchaser the term “Permitted Exceptions” shall notify Seller in writing, if there are mean: (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 reflected in the Title Commitment and all amendments or updates to the Title Commitment as Permitted Exceptions.
which are approved (cor deemed approved) All taxes, water rates by Buyer pursuant to this Section 6; and (ii) real estate taxes for the year of Closing and not yet due and payable. If the Title Commitment discloses matters or charges, sewer rents and assessments, plus interest and penalties thereon, which on defects in the Closing Date are liens against Title Commitment or Survey to the Real Property that are not acceptable to Buyer, Buyer shall promptly deliver written notice to Seller specifying such matters and which Seller is obligated to pay and discharge will be credited against the Purchase Price in any event no later than (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 (ia) the personal property covered by such security interests are no longer in or on thirtieth (30th) day after ▇▇▇▇▇’s receipt of the Real PropertyTitle Commitment and exception documents, or (ii) the forty-fifth (45th) day of the Due Diligence Period (a “Notice of Title Defect”). Any such personal property is objection by Buyer shall be deemed a “Title Defect” whether shown on the property of a Tenant, and Survey or disclosed in the Title Commitment. Seller executes and delivers an affidavit shall provide written notice to such effect, or the security interest was filed more than Buyer within five (5) year business days following Seller’s receipt of the Notice of Title Defect as to which, if any, of the Title Defects Seller intends to cure prior to Closing. Seller’s failure to timely provide Notice to Buyer in response to ▇▇▇▇▇’s Notice of Title Defect shall be deemed Seller’s election not to cure. Notwithstanding anything contained herein to the contrary, Seller covenants and agrees that at or prior to Closing, Seller shall cure, satisfy, or remove (as applicable) at Seller’s expense any mortgages, deeds to secure debt, assignments of leases and rents, liens, past due taxes judgements, and other monetary encumbrances affecting the Property that were not caused or created by Buyer or its due diligence activities in connection with the Property, but shall not be obligated to cure any other Title Defect. Buyer shall also have the right to update the Title Commitment and the Survey prior to Closing Date and to object to any title or survey matter that appears after the effective date of the initial Title Commitment or Survey that was not renewed.
caused or created by Buyer or its due diligence activities in connection with the Property (d“Subsequent Title Defects”). Seller shall have the obligation to cure such Subsequent Title Defects on or prior to Closing. If Seller shall fail or decline to comply with any such requirement to cure a Title Defect or a Subsequent Title Defect in accordance with this Section 6, then, at the option of Buyer, Buyer may (i) If on waive such matters or defects and proceed to Closing without a diminution in the Closing Date Purchase Price, or (ii) terminate this Agreement by written notice to Seller prior to expiration of the Due Diligence Period, in which event the ▇▇▇▇▇▇▇ Money and any interest accrued thereon shall be refunded to Buyer and each of the parties shall be released from further liability to the other (except for the indemnity obligations of Buyer under Section 5 above). Seller agrees that it will not enter into any new encumbrances, leases or other agreements applicable to the Real Property shall be affected by any lien which, pursuant to after the provisions Effective Date of this AgreementAgreement without the prior written approval of Buyer, is required to be discharged or satisfied by Seller, and Seller shall not be required to discharge enter into, extend, 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 renew beyond Closing any lease or other tax open, levied or imposed against Seller or agreement covering 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 portion of the Real Property and/or without the Improvements, and provided further that Seller deposits with the Title Company a sum prior written approval 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 ObjectionsBuyer.
Appears in 1 contract
Sources: Real Estate Purchase and Sale Agreement (MasterCraft Boat Holdings, 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) 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 July 25) for a standard form ALTA Owner's Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, 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 August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 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 (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, 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 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 could, if not cured, become a lien against 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. (a) Purchaser has ordered a Buyer shall be responsible, at its expense, for obtaining such title insurance commitment with respect to in current ALTA form for the Owned Real Property issued, (“Title Commitment”) issued by the Title Company (in the “Title Commitment”)amount specified pursuant to Section 7.3. On or before July 25, 2013, Purchaser shall provide Buyer represents and warrants that Buyer has delivered to Seller all of its reasonable good faith objection to any title or other matters shown on the Title CommitmentCommitment or Surveys by a written notice of objections delivered to Seller prior to the Effective Date and all such objections have been removed or cured to Buyer’s satisfaction. Seller shall have no further obligation to remove or cure title objections or title defects or encumbrances, together with legible copies of except for the title exceptions listed thereon. On following items, which shall be removed or before August 8, 2013 (the “Title Objection Date”), Purchaser shall notify cured by Seller in writing, if there are by or at Closing: (i) any monetary liens lien for Taxes for calendar years prior to 2019 and exceptions or other encumbrances to title which are created by Seller after the date of this Agreement and not permitted by Section 5.3(j). As to any such exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In objections raised by Buyer after the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Effective 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 Seller shall have five (5) Business Days after he or she receives from the receipt of Buyer’s notice of objections to have such exception exceptions or objections removed, or, if acceptable to Buyer, to provide affirmative title insurance protection for such exceptions reasonably satisfactory to Buyer. If Seller fails either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Buyer in Buyer’s sole discretion within such ten (the “New Objection Date”10) Business Day period, then Buyer may elect to terminate this Agreement by delivering written notice to Seller no later than three (or as promptly as possible prior to the Closing if such notice is received with less than five (53) Business Days prior to following such period or accept 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 Owned Real Property and which Seller is obligated to pay and discharge will be credited against “as is” without any reduction in the Purchase Price (subject to Price. Buyer shall have the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If right at any time 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 to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and was not renewedeffect.
(db) If At all times prior to Closing, Buyer shall have the right to object to (i) any adverse change in title (to the extent not arising by, through or under Buyer) which first appears of record after the date of this Agreement and on or prior to the Closing Date which change would adversely affect the use of the Owned Real Property shall in and for substantially the use as a skilled nursing facility in any material respect or involve a loss in the fair market value (as reasonably determined by independent MAI appraisal by an appraiser mutually agreed by Seller and Buyer) of the Owned Real Property in excess of $250,000 or (ii) any Liens which can be affected cured by any lien whichthe payment of money (other than Permitted Encumbrances or Liens arising by, pursuant to the provisions of this Agreementthrough or under Buyer) (collectively, is required to be discharged “Monetary Liens”). 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 Buyer may: (i) if the Title Company insures against collection thereof from objection is not the result of a Monetary Lien, either terminate this Agreement or out waive such objection; or (ii) if the objection is the result of a Monetary Lien, then the following shall apply: (y) if the amount of the Real Property and/or Monetary Lien is equal to or less than $100,000, then Buyer shall receive a credit against the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable Purchase Price equal to the Title Company amount of such Monetary Lien and sufficient proceed to secure a release Closing; and (z) if the amount of the Property from Monetary Lien is greater than $100,000, then Buyer shall have the lien thereof. If right to either terminate this Agreement (and receive a search refund of title discloses judgmentsthe Escrow Amount plus all reasonable out-of-pocket costs and expenses incurred by Buyer in pursuing the transaction contemplated herein, bankruptciesincluding reasonable attorneys’ fees but excluding all costs and legal fees relating to any financing activities of Buyer (collectively “Reimbursable Costs”), 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. (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 July 25, 2013, 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 August 8, 2013 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 July 25, 2013, 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 August 8, 2013 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. Seller, at Seller’s sole expense, shall obtain a commitment (athe “Title Commitment”) Purchaser has ordered a for title insurance commitment with respect to the Real Property issued, issued by the Kenzley Title Company (the “Title CommitmentCompany”), showing merchantable title to the Real Estate in Seller, committing the Title Company to issue an ALTA Owner's Policy of Title Insurance with extended coverage over the standard or general exceptions to title (the “Owner’s Policy of Title Insurance”) for the amount of the Purchase Price or such other amount as Purchaser and the Title Company may agree. On or before July 25Buyer shall, 2013at Buyer’s expense, Purchaser procure an ALTA survey and cause the same to be certified to the Title Company. Seller shall provide the Title Commitment to Seller Purchaser or Purchaser’s attorney within twenty (20) days of the execution of this Agreement. Within ten (10) days after receiving the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 of any objections to the form and/or contents of the Title ObjectionCommitment (the “Objection Notice”). In the event Seller If Purchaser does not receive notice of such provide Seller with the Objection Notice in a timely manner, the Title Objection by the New Objection Date, Purchaser will Commitment shall be deemed accepted by Purchaser. Further, matters not objected to have accepted by Purchaser in the exceptions to title set forth on any updates Objection Notice with respect to the Title Commitment shall be deemed acceptable to Purchaser and shall be a Permissible Exception. Notwithstanding the foregoing, Seller shall be obligated to discharge and satisfy, at or prior to Closing and without the need for such items to be included in any Objection Notice, any liens, mortgages, mechanic or materialmen liens, judgment liens or any other liens evidencing monetary encumbrances against the Real Estate, which (i) are judgment, income tax, mechanic’s or materialmen’s liens held by persons claiming through or under Seller, (ii) are liens for delinquent real estate taxes, or (iii) were voluntarily granted by Seller as Permitted Exceptionssecurity for indebtedness, including, deeds of trust, mortgages or any other instrument securing debt of Seller or its affiliates identified in the Title Commitment (collectively, the “Seller’s Monetary Encumbrances”). If Purchaser provides Seller with the Objection Notice in a timely manner, the following procedure shall be utilized:
i. Seller, in its discretion, may elect, by providing Purchaser written notice within ten (10) days from receipt of Purchaser’s Objection Notice, to either (a) decline to cure such objections, or (b) utilize good faith efforts to cure such objections to the reasonable satisfaction of Purchaser (“Seller’s Election Notice”).
ii. If Seller (a) fails to cure such objections to the reasonable satisfaction of Purchaser within ten (10) days after Purchaser’s receipt of Seller’s Election Notice, (b) declines to cure such objections or (c) All taxesdoes not provide Purchaser with Seller’s Election Notice in a timely manner, water rates or chargesthen Purchaser may elect, sewer rents and assessmentsas its exclusive remedies, plus interest and penalties thereonto either (x) terminate this Agreement, in which on case all obligations of 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 taxesparties hereunder shall cease, 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 except as otherwise provided in or on the Real Propertythis Agreement, or (iiy) such personal property is accept the property Title Commitment and proceed to Closing. Purchaser shall provide Seller written notice of a Tenant, and Seller executes and delivers an affidavit to such effect, its election on or the security interest was filed more than five (5) year prior to before the Closing Date and was not renewed(“Purchaser’s Election Notice”).
(d) iii. If on Purchaser does not provide Seller with Purchaser’s Election Notice in a timely manner, this Agreement shall thereafter be considered terminated and all obligations of the Closing Date the Real Property parties hereunder shall be affected by any lien whichcease, pursuant to the provisions of except as otherwise provided in 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
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 July 25, 2013, Purchaser shall provide to Seller date of the applicable Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 (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. Within forty-five (a45) Purchaser has ordered a days after the Effective Date of this Contract, Purchaser, at its cost and expense, shall procure for itself an ALTA Form B standard title insurance commitment with respect to (the Real Property issued“Commitment”), issued by the Title Company (Company, showing the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies condition of the title exceptions listed thereon. On or before August 8, 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 Seller’s title to the Real PropertyEstate. Purchaser shall, Purchaser’s counsel within ten (10) days after receipt of the Commitment, notify Seller of any unacceptable physical or other defects therein disclosed. Seller shall have five thirty (530) Business Days after he or she receives notice of such exception (the “New Objection Date”) days (or such longer period as promptly as possible prior Purchaser may in writing approve) in which to cure or remove any such unacceptable defects, to the Closing if extent Seller elects to cure or remove them. If Seller is unwilling or unable to remove such notice is received with less than five defects within said period, Purchaser may either (5a) Business Days prior to the Closing), to provide Seller with cancel and terminate this Contract upon written notice if to Seller, in which event Escrow Agent shall immediately return the ▇▇▇▇▇▇▇ Money to Purchaser and neither party shall have any further obligation to one another under this Contract except for those liabilities which expressly survive the termination of this Contract, or (b) waive such defects and proceed to Closing. If Purchaser fails to notify Seller of an objection to an exception constitutes a Title Objection. In to title as reflected on the event Seller does not receive notice of such Title Objection by Commitment within the New Objection Datetime period provided above, then Purchaser will shall be deemed to have accepted the status of title as reflected therein. Any 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 reflected on the Closing Date are liens against the Real Property and Commitment to which Seller is obligated Purchaser fails to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxestimely object, water rates and sewer rents herein contained) and or that Purchaser has waived as described above, shall not be deemed a Title Objection. If on “Permitted Exception.” Purchaser shall bear the Closing Date there shall be security interests filed against cost and expense of any search or examination fees, premiums, or other charges associated with the Commitment, the title policy, and any endorsements to the title policy that Purchaser wishes to obtain; except that if, upon examination, title to the Real Property, such items shall not Estate should 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 found defective and this Contract 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 Sellerterminated as set forth above, 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 pay the title insurance commitment or insures against collection thereof from out of the Real Property, examination charges up to Two Hundred Fifty Dollars and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienNO/100 ($250.00).
(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 for Purchase and Sale of Real Estate (Keller Manufacturing Co)
Title Commitment. Within ten (a10) days after the filing of the Final Plat, Seller, at Seller’s sole cost and expense, shall cause to be delivered to Purchaser has ordered a current owner’s title insurance policy commitment with respect to (the Real Property issued“Commitment”) covering the Property, issued by the Republic Title Company of Texas, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Suite 640, Fort Worth, Texas 76102 (the “Title CommitmentCompany”). On or before July 25, 2013, Purchaser shall provide to Seller binding the Title CommitmentCompany to issue the Policy (hereinafter defined) to Purchaser in the amount of the Purchase Price, together with legible and accompanied by copies of all recorded documents relating to liens, restrictions, easements, rights-of-way, and other matters affecting the title exceptions listed thereon. On or before August 8, 2013 Property (the “Title Objection DateDocuments”), . Purchaser shall notify give Seller written notice on or before the expiration of fifteen (15) days after it receives the last of the filed Final Plat, the Commitment, the Title Documents, and the Survey (hereinafter defined) (or any amendments, modifications or supplements to the filed Final Plat, the Commitment, the Title Documents, or the Survey that reflect matters, defects, conditions or exceptions not previously set forth in writinga prior version of the filed Final Plat, if there are (ithe Commitment, the Title Documents, and the Survey) any monetary liens that the condition of title as set forth in the Commitment is or other title exceptions is not satisfactory, and in the event Purchaser states that Purchaser objects the condition is not satisfactory, Seller may promptly undertake to (“Title Objections”) eliminate or (ii) any Survey Objectionmodify all such unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller does not receive is unable or unwilling to do so within ten (10) days after receipt of such written notice, Purchaser may, at its option, in addition to any other remedies, terminate this Contract by delivering written notice of termination to Seller within five (5) days after the expiration of the aforementioned ten (10) day period and receive a return of the Escrow Deposit without the necessity of any Title Objections additional authorization, instructions or Survey Objection releases from either Seller or Purchaser, it being the express intention of Seller and Purchaser that this provision be self-operative. If such notice is not given by Purchaser to Seller within such fifteen (15) day period, the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will condition of title and title exceptions as shown in the Commitment shall be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions be acceptable (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 ). Notwithstanding 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 Dateforegoing, 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 make any objection to, and Seller shall be obligated to cure and/or satisfy to the same reasonable satisfaction of record provided Purchaser, all matters shown on Schedule C to the money necessary to satisfy the lien is retained Commitment, including, without limitation, any mortgage liens, mechanics and materialman’s liens not caused by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment acts or insures omissions of Purchaser or its agents 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 any other liens against the Property that are in a liquidated amount and readily dischargeable, and any consensual liens or encumbrances agreed to by Seller without Purchaser’s consent on or after the Closing Effective Date, all of which matters are hereby deemed to be unacceptable and which Seller shall be an objection required to title if the Title Company insures against collection thereof from have satisfied at 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 prior 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 ObjectionsClosing.
Appears in 1 contract
Sources: Contract of Sale (PMFG, 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 July 25, 2013, 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 August 8, 2013 (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 July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies state of the title exceptions listed thereon. On or before August 8of the Property and all exceptions, 2013 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 July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 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. (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 July 25, 2013, 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 August 8more owners’ or leasehold title policies (collectively, 2013 (the “Title Objection DatePolicy”), Purchaser shall ) to Buyer in an amount equal to the amount of purchase price as allocated per Section 2.2 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 five days thereafter either (a) accept title to the Real Property 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 five day period, TIME BEING OF THE ESSENCE, then Purchaser Buyer will be deemed to have accepted or waived such exceptions title to the Real Property 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 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 July 25, 2013, 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 August 8, 2013 Purchaser shall have until five (5) business days prior to the expiration of the Inspection Period to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Prior to, or concurrently with, notifying Seller of any objections to title, Purchaser shall endeavor in good faith to cause the Title Company to modify and update the Title Commitment to reflect its requested corrections and revisions. 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 Mortgages and Monetary Liens (each as defined below) and items described in Section 4.1.3(b)(i) by Closing, as further described in Section 4.1.3(b) below, whether or not Purchaser objects thereto. Seller shall notify Seller Purchaser in writingwriting within three (3) business days following Seller’s receipt of the Title Objection Letter concerning which title objections, if there are (i) any monetary liens or other title exceptions that Purchaser objects any, Seller has agreed to (“Title Objections”) or (ii) any Survey Objectioncure. 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 the Title Objection Date, TIME BEING OF THE ESSENCELetter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser will be deemed shall have until the end of the Inspection Period to have accepted or either (i) waive any such title objection in writing and proceed to Closing (in which event such waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and objection 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 Closingbe Permitted Encumbrance), 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 terminate this Agreement, in which event the property of a Tenant▇▇▇▇▇▇▇ Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and Seller executes neither party shall have any further obligation hereunder except for the Surviving Obligations. The term “Permitted Encumbrances” as used herein includes: (i) all exceptions and delivers an affidavit to such effect, or other title matters shown on the security interest was filed more than five Title Commitment (5) year prior as the same may be revised by the Title Company pursuant to the Closing Date process set forth in this Section 4.1.3(a) above and was not renewed.
(dpursuant to any subsequent updates thereof pursuant to Section 4.1.3(b) If on the Closing Date the Real Property shall be affected by below, but expressly excluding any lien which, title matters that Seller is obligated to remove pursuant to the provisions of this AgreementAgreement or that Seller agrees to remove as part of the process described in this Section 4.1.3(a); (ii) the rights and interests of parties claiming under the Space Leases, is required as tenants only; and (iii) liens to be discharged or satisfied by Seller, Seller secure taxes and assessments not yet due and payable; provided that Permitted Encumbrances shall not be required include (i) matters that Seller has either agreed to discharge cure or satisfy the same of record is obligated to cure as provided the money necessary to satisfy the lien is retained in this Section 4.1.3(a), and (ii) matters that are removed by the Title Company at Closing, and from the Title Commitment prior to the expiration of the Inspection Period or from any pro forma policy provided by 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 franchiseits counsel, 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 which the Title Company insures against collection thereof from or out has otherwise agreed in writing prior to the expiration of the Real Property and/or the Improvements, and provided further that Seller deposits with Inspection Period to remove from the Title Company a sum of money or a parental guaranty reasonably acceptable Policy to be issued at the Title Company and sufficient to secure a release of the Property from the lien thereofClosing. 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.{10610630;2} 6
Appears in 1 contract
Sources: Purchase and Sale Agreement (Steadfast Apartment REIT III, 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 ten (10) 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 the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with legible (or the best available) copies of all exceptions listed therein. On or before July 25, 2013, Purchaser shall provide to Seller have ten (10) days following its receipt of the Title Commitment, together with legible (or the best available) copies of the title all exceptions listed thereon. On or before August 8therein and the “Survey” (defined below), 2013 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 not to exceed $50,000.00, 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 VI, Inc.)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect Assignee acknowledges that, prior to the Real Property issuedexecution of this Agreement, by Assignee has received Escrow Agent’s commitment to issue to Assignee, as the insured, the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller the Title CommitmentPolicy, together with legible copies of the title all documents referenced as exceptions listed thereon. On or before August 8, 2013 to coverage in Schedule B (the “"Title Objection Date”Commitment"), 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.
6.2.1. In the event Seller does not receive written notice the Title Commitment is amended, Assignee shall have until the date that is three (3) business days following the date on which the amended Title Commitment is received by Assignee together with a copy of any Title Objections or Survey Objection by additional document referenced as an exception to coverage in Schedule B, but in no event later than two (2) business days prior to the Closing Date, to provide Assignor and Escrow Agent with Notice describing any objection to any such additional matter referenced in the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will Commitment other than a Permitted Exception. Assignee’s failure to timely provide Notice of objection to any such additional exception matter referenced in an amended Title Commitment shall be deemed to have accepted constitute Assignee’s approval of such matter. If Assignee timely provides Notice of objection to any such additional exception matter referenced in an amended Title Commitment, Assignor and Assignee shall undertake good faith, reasonable efforts to resolve any such objection, at no cost to Assignor unless Assignor in its sole discretion determines to incur such cost, within three (3) business days of Assignor's receipt of Assignee's Notice, but in no event later than one (1) business day prior to the Closing Date except as hereinafter provided ("Resolution Date"). If Assignor and Assignee fail to resolve any such objection on or waived such exceptions before the applicable Resolution Date, Assignee may terminate this Agreement by giving Notice to title set forth on Assignor and Escrow Agent within three (3) business days of the Title Commitment Resolution Date, but in no event later than the Closing Date (except as permitted exceptions (as accepted or waived by Purchaserprovided in Section 6.2.2, whereupon this Agreement shall terminate, the “Permitted Exceptions”) Deposit shall be returned to Assignee, and thereafter, except as otherwise provided in this Agreement, neither Party shall have any further obligations or liabilities under this Agreement. If Assignee fails to timely give Notice of termination, Assignee shall be deemed to have waived its right to object to any Survey Objectionapproved such additional exception matter.
(b) After 6.2.2. Notwithstanding the Title Objection Dateforegoing, if the an amended Title Company raises Commitment and copy of any new additional document referenced as an exception to title to the Real Propertycoverage in Schedule B thereof, 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 other than a Permitted Exception, is received with less than five by Assignee after the date which is three (53) 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 Closing 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 extended as necessary to accommodate the Real Property, time periods provided herein for objection and resolution of any such items shall not be Title Objections if (i) the personal property covered by objection except each 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 time period shall be affected by any lien which, pursuant limited to one (1) Business Day following the provisions applicable event. For purposes of this Agreement, is required to be discharged or satisfied by Seller, Seller Permitted Title Exceptions shall not be required to discharge or satisfy include any matters in the same Requirements section 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 Commitment issued by Escrow Agent to the Title Company and sufficient extent relating to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, Assignee and/or its organization 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 Objectionsauthority.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
Title Commitment. (a) Prior to the execution and delivery hereof, Purchaser has ordered caused the Title Company to furnish to Purchaser a preliminary title report or title commitment dated March 7, 2006 (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, Standard Form Rev. 10/17/92 (as amended to date), insuring Purchaser’s fee simple title to the Real Property issuedto be good and indefeasible, by subject to the terms of such policy and the exceptions described therein. The Commitment (including all endorsements) is attached to this Agreement as Exhibit L. As a condition to Purchaser’s obligation to close, the Title Company (the “Title Commitment”). On or before July 25, 2013, 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 August 8date and time of the recording of the Deed, 2013 (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 shall have 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 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 Effective Date and the Closing, and (ii) not disclosed by the Title Company or otherwise known to Purchaser prior to the Effective Date provided the Purchaser must deliver a notice of objections to Seller on or before the date that is five (5) Business Days after he or she receives notice days following Purchaser’s receipt of such exception (supplement or update and Purchaser shall have the “New Objection Date”) (or as promptly as possible prior right to extend the Closing Date to the Closing if extent such notice receipt is received with less than within five (5) Business Days prior days of the original Closing Date. If Purchaser fails to the Closing), deliver to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of objections on or before such Title Objection by the New Objection Datedate, Purchaser will be deemed to have accepted the exceptions to title set forth on waived any updates objection to the Title Commitment new exceptions, and the new exceptions will be included as Permitted Exceptions.
Exceptions subject to the provisions of Section 6.2(d). Seller will have not less than ten (c10) All taxesdays from the receipt of Purchaser’s notice (and, water rates or chargesif necessary, sewer rents and assessments, plus interest and penalties thereon, which on Seller may extend the Closing Date are liens against to provide for such ten (10) day period and for five (5) days following such period for Purchaser’s response), within which t▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to remove the Real Property and which objectionable new exceptions except as provided for in Section 6.2(d) below. If, within the ten (10) day period, Seller is obligated does not remove the objectionable new exceptions, then Purchaser may terminate this Agreement upon notice 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 Seller 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 later than five (5) year prior to days following expiration of the Closing Date and was not renewed.
ten (d10) day cure period. If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of Purchaser terminates this Agreement, is required the E▇▇▇▇▇▇ Money Deposit will be promptly 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 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, parties shall be an objection to title if the Title Company insures against collection thereof released from or out of the Real Property and/or the Improvements, and provided all 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 under this Agreement. If a search of title discloses judgmentsPurchaser fails to terminate this Agreement in the manner set forth above, bankruptcies, the new exceptions (except those Seller has removed or other returns against other persons having names the same is obligated by Section 6.2(d) below to remove) will be included 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 Exceptions.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Hines Real Estate Investment Trust Inc)
Title Commitment. Within five (a5) Purchaser has ordered a title insurance commitment days from the Effective Date, Seller shall cooperate with respect Buyer to the Real Property issued, by cause the Title Company to furnish to Buyer a title commitment (the “Title Commitment”) for the issuance of a CLTA Owner’s Policy of Title Insurance, insuring Buyer as the fee simple owner of the Property and covering all of the Property in an amount equal to the total Purchase Price, issued by the Title Company and subject only to the Permitted Exceptions (the “Title Policy”), 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. On or before July 25, 2013, Purchaser shall provide The Title Commitment will show Seller to Seller be owner of fee simple title and will contain the “standard printed exceptions.” Within ten (10) Business Days after receipt of the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 (the “Title Objection Date”), Purchaser Buyer shall notify Seller and Title Company 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 ▇▇▇▇▇’s disapproval 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 exception shown on the Title Commitment (each, a “Disapproved Exception”). Any exception not disapproved by ▇▇▇▇▇ in writing within such time or as permitted exceptions (as accepted to which ▇▇▇▇▇ thereafter waives or waived by Purchaser, the “Permitted Exceptions”) and shall be is deemed to have waived its right to object to any Survey Objection.
objection shall be deemed accepted by Buyer (b) After the Title Objection Dateeach, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have a “Permitted Encumbrance”). Within five (5) Business Days after he or she receives receiving timely 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)any Disapproved Exception from Buyer, to provide Seller with shall deliver written notice if such exception constitutes a to Buyer specifying whether or not Seller will cause the Disapproved Exception to be removed from the Title ObjectionCommitment. In the event If Seller does not receive agree in writing to remove any Disapproved Exception or fails to deliver such notice of such Title Objection by the New Objection Dateto Buyer, Purchaser will then Buyer may (i) waive its prior disapproval and proceed to close Escrow, in which event any Disapproved Exception that Seller has not agreed in writing to remove shall be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as be a 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 PropertyEncumbrance, or (ii) such personal property is terminate this Agreement with written notice to Seller and Escrow Holder, 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 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 except as otherwise specified in this Agreement, is required the Parties shall have no further obligation or liability 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 lieneach other.
(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. (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 July 25, 2013, 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 August 8, 2013 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. Not later than seven (a7) Purchaser has ordered a title insurance commitment with respect to days before the Real Property issued, by end of the Title Company (the “Title Commitment”). On or before July 25, 2013Investigation Period, Purchaser shall provide to Seller with a written notice of any matters on the Title CommitmentCommitment to which Purchaser objects. Within seven (7) days after Seller’s receipt of notice of Purchaser’s objections, together with legible copies Seller shall provide written notice to Purchaser as to whether Seller will cure any such objections or refuse to cure the objections. Except as otherwise provided herein as to monetary liens, in no event shall Seller be obligated to cure any objections. If Seller fails to deliver notice of its election to Purchaser, Seller shall be deemed to have elected not to cure the title exceptions listed thereon. On or before August 8, 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 Objectionobjections. In the event Seller does elects, or is deemed to have elected, not receive to cure any objections, then Purchaser shall have the right to either waive the objection and proceed to Closing, in which event the exception shall be deemed a Permitted Exception, or terminate this Agreement, in which event the Deposit shall be immediately refunded to Purchaser and the parties shall have no further rights or objections hereunder. In the event Purchaser fails to deliver to Seller written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCEits election within seven (7) days after Seller’s notice of Seller’s election, 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 elected to waive the objections and proceed to Closing. All objections that are waived, or deemed to be 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 by Purchaser 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 Objectionbecome Permitted Exceptions. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed elects to have accepted the exceptions to title set forth on cure 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 Sellerobjections, Seller shall not be required have until Closing to discharge or satisfy complete 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 cure 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 objections to the Title Company and sufficient to secure a release reasonable satisfaction 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
Sources: Purchase and Sale Agreement (KVH Industries Inc \De\)
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 July 25, 2013, 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 August 8, 2013 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. Within fifteen (a15) Purchaser has ordered days after the execution and deposit of this Agreement with Escrow Agent, Escrow Agent shall deliver to Optionee and Optionor a preliminary title insurance commitment with respect to report for the Real Property issued, by the ("Title Company Commitment") for a standard coverage owner's policy (the “Title Commitment”"The Policy"). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of all documents referred to therein. Escrow Agent shall give notice to Optionee and Optionor of the date on which Escrow Agent delivers the Title Commitment to Optionee. Within fifteen (15) days following receipt of the Title commitment, Optionee shall give Optionor and Eso7ow Agent notice of any objections Optionee has to the condition of title exceptions listed thereon. On or before August 8, 2013 (to the “Property as shown in 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 ObjectionCommitment. In the event Seller Optionee does not receive timely tender such written notice of any Title Objections or Survey Objection by the Title Objection Datenotice, 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 Optionee shall be deemed to have waived its right to object to any Survey Objection.
(b) After approved of the condition of title and the Title Objection DateCommitment. If Optionee timely gives such notice, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel Optionor shall have five (5) Business Days after he or she receives days following Optionor's receipt of such notice to give Optionee and Escrow Agent notice of such exception (Optionor's election to cure by the “New Objection Date”) (or as promptly as possible prior Review Termination Date any of the items objected to the Closing if by Optionee. If Optionor does not give such notice is received with less than respect to all or any of the objectionable items, Optionor shall be deemed to be unwilling or unable to cure such objectionable items. If Optionor undertakes steps to cure said objectionable items but has not cured all of the objectionable items on or before five (5) Business Days days prior to the ClosingReview Termination Date (as hereinafter defined), Optionee may then elect on or before the Review Termination Date to provide Seller with written notice if such exception constitutes a terminate this Agreement by disapproving the Title ObjectionCommitment. In If Optionee approves or is deemed to have waived the event Seller does not receive notice condition and feasibility of such Title Objection by the New Objection DateProperty under Paragraph 8 below, Purchaser will Optionee shall be deemed to have accepted the exceptions approved and waived all objections to all 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 matters other 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, those that Optionor has cured 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 lienparagraph.
(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. Immediately following the execution and delivery of this Agreement by all parties hereto (athe "Effective Date"), Purchaser shall order commitments for title insurance, including legible copies of all exceptions and ALTA/ASCM surveys for each parcel (the "Title Commitment") to be underwritten by a reputable title company selected by Purchaser has ordered (the "Title Company") and shall cause a copy thereof to be delivered to be simultaneously delivered to Seller's counsel. Purchaser agrees to take title insurance commitment with respect to the Real Property issuedsubject to those exceptions set forth on Exhibit "F" annexed hereto and the standard printed title exceptions (collectively, by the "Permitted Exceptions"), provided, however, that such standard printed exceptions shall not require Purchaser to take title subject to unrecorded easements of which Seller has knowledge or mechanics liens; and provided, further that Purchaser shall take title subject to (i) any facts an accurate survey of the parcels may reveal provided such facts do not render title uninsurable, (ii) the lien of real estate taxes not yet due and payable and (iii) rights of tenant as tenants only. In the event the Title Company (shall report to Purchaser any objection to title other than the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the Permitted Exceptions which renders title exceptions listed thereon. On or before August 8, 2013 (the “Title Objection Date”)uninsurable at standard rates, Purchaser shall notify Seller in writingof any such objection ("Purchaser's Objection") no later than five (5) business days after receipt of each of the Title Commitments. Seller shall have the right, if there are but not the obligation, to cure Purchaser's Objection, and Seller shall have the right to adjourn the Closing Date for up to thirty (i30) any monetary liens or other title exceptions that Purchaser objects days to (“Title Objections”) or (ii) any Survey Objectioncure Purchaser's objections. In the event Seller does not receive written is unwilling or unable to cure Purchaser's Objection, Seller shall so notify Purchaser within ten (10) business days after receipt of Purchaser's notice (the "Seller's Response Period"), and within five (5) business days after receipt of Seller's notice (the "Purchaser's Response Period"), Purchaser shall either (i) accept title in its current condition without any Title Objections or Survey adjustment in the Purchase Price in which event Purchaser's Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will shall be deemed to have accepted been waived for all purposes, or waived such exceptions (ii) terminate this Agreement by written notice to title Seller and the Escrow Agent, in which event the Deposit shall be paid to Purchaser and this Agreement shall be of no further force and effect, except for those provisions expressly set forth on herein to survive. If Seller fails to give Purchaser notice within Seller's Response Period that it will cure Purchaser's Objection as aforesaid, Seller shall be deemed to have elected not to cure Purchaser's Objection. If Purchaser fails to terminate this Agreement by written notice to Seller and the Escrow Agent within Purchaser's Response Period (or within five (5) business days after the date Seller shall be deemed to have elected not to cure Purchaser's Objection), Purchaser shall be deemed to have elected to accept title in its current condition without any adjustment in the Purchase Price, and Purchaser's Objection shall be deemed to have been waived for all purposes. In the event the Title Commitment as permitted exceptions Company should issue any revisions to the Title Commitments (as accepted including, but not limited to, updates of existing surveys), which revisions reveal for the first time any new encumbrance or waived by Purchaserother title defect affecting the Property first arising after May 1, 2001 and which was not previously identified on an earlier Title Commitment, the “Permitted Exceptions”) procedure set forth above with regard to Seller's Response Period, Purchaser's Response Period and Seller's right to adjourn the Closing Date shall again apply with respect to such new encumbrance, except that Purchaser 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 such new exception encumbrance unless Purchaser objects to title to the Real Property, Purchaser’s counsel shall have Seller in writing within five (5) Business Days after he or she receives notice business days from the issuance of any such exception (revision. Seller shall not, during 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 term of this Agreement, is required cause or allow any part of the Property to be discharged conveyed or satisfied encumbered by acts of Seller. Notwithstanding the foregoing, Seller shall not be required to discharge satisfy at or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closingbefore Closing any monetary liens, and the Title Company either omits the lien as an exception from the title insurance commitment judgments 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 encumbrances affecting the Property, that may be except those arising under the Loan Documents, of a lien against fixed or ascertainable amount first arising after 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 Objectionsdate hereof.
Appears in 1 contract
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 July 25, 2013, 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 August 8, 2013 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. 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) 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 July 25) for a standard form ALTA Owner's Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, 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 August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 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 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 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, 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 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 could, if not cured, become a lien against 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 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 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. (a) Purchaser has ordered Seller, at its cost and expense, shall obtain and cause a copy to be furnished to Buyer of a current title insurance commitment with respect to the Real Property issued, by the Title Company a non-imputation endorsement and without standard exceptions (the “Title Commitment”) issued by a title insurance company selected by Seller and reasonably acceptable to Buyer (the “Title Company”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the all exceptions to title exceptions listed thereon. On or before August 8, 2013 referenced therein (the “Title Objection DateException Documents”). The Title Commitment shall set forth the state of title to the Real Property, Purchaser together with all exceptions or 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. The Title Commitment shall contain the express commitment of the Title Company to issue one or more owners’ or leasehold title policies (collectively, the “Title Policy”) 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, the Exception Documents 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 Objection 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 Seller’s Response, Buyer may, within three days thereafter either (a) accept title to the Real Property 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 Property 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 and Real Estate Purchase Agreement (Tandem Health Care, 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 July 25, 2013a 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 August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 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. (a) Purchaser has ordered a title insurance commitment with respect At Closing, Seller shall convey good and indefeasible fee title, and Buyer shall accept fee title, to the Real Property issuedProperty, subject only to the “Permitted Encumbrances” (defined below). Within ten (10) days following the Effective Date, Buyer shall obtain a commitment for an ALTA 2006 Form of Owner’s Policy of Title Insurance with extended coverage to be issued by the Title Company in the amount of the Purchase Price, naming Buyer as the insured and insuring good and indefeasible fee simple title to the Property, together with legible copies of all exceptions listed therein (the “Title Commitment”). On or before July 25Buyer shall have until 6 pm MDT on April 15, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 2019 (the “Title Objection DateDeadline”) to deliver to Seller written notice of Buyer’s objections to matters disclosed in the Title Commitment and the Survey (“Title Objection Letter”). Seller shall have the right, Purchaser but not the obligation, to cure Buyer’s objections to title and the Survey; subject, however, to Seller’s obligation to remove all Seller Removal Items (as defined below) by Closing without any requirement for Buyer to object to the same. Seller shall notify Seller Buyer in writingwriting within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title and Survey objections, if there are any, Seller has agreed to cure. If Seller does not undertake to cure all of the objections in the Title Objection Letter to Buyer’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Buyer 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 monetary liens or other such objection in writing and proceed to Closing (in which event such waived title exceptions that Purchaser objects objection shall be deemed to (be a “Title Objections”) Permitted Encumbrance,” as defined below), or (ii) any Survey Objectionterminate this Agreement and receive an immediate refund of the ▇▇▇▇▇▇▇ Money. 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 All exceptions to title set forth on in the Title Commitment as permitted exceptions and on the Survey which are not objected to by Buyer in Buyer’s Title Objection Letter (as accepted or waived by Purchaser, the excluding any Seller Removal Items) are herein collectively called “Permitted ExceptionsEncumbrances.”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After If any update to the Title Objection DateCommitment or Survey indicates the existence of any liens, if encumbrances or other defects or exceptions (“New Title Exception”) which were not shown in the initial Title Company raises any new exception Commitment or Survey and that are unacceptable to title to the Real PropertyBuyer, Purchaser’s counsel Buyer shall have within five (5) Business Days days after he or she receives notice receipt of any 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 update to the Title Commitment as Permitted Exceptionsor Survey notify Seller in writing of its objection to any such New Title Exception (“Updated Title Objection Letter”). Resolution of the Updated Title Objection Letter will be treated with the same notice and response processes and those remedies available for resolution of the Title Objection Letter objections found in Section 4.3(a).
(c) All taxesBuyer shall reasonably cooperate with Seller, water rates at no additional cost or chargesexpense to Buyer and without material disruption to the Property’s operations, sewer rents and assessments, plus interest and penalties thereon, which on to a limited drainage easement over specified portions of the Closing Date are liens against the Real Property and which assuming that such easement would not overburden the Property’s existing drainage facilities (the “Drainage Easement”). Buyer acknowledges that Seller is obligated has delivered to pay and discharge will be credited against Buyer a draft of the Purchase Price (subject Drainage Easement prior to the provision for apportionment Effective Date and Buyer and Seller agree to negotiate to finalize and approve the Drainage Easement prior to the Title Objection Deadline. Once finalized and approved, Buyer shall record the Drainage Easement in the real property records of taxes, water rates Palm Beach County and sewer rents herein contained) and the Drainage Easement 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 renewedPermitted Encumbrance.
(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 (Cottonwood Communities, Inc.)
Title Commitment. (a) Seller has made available 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 July 25, 2013, Purchaser shall provide to Seller the Title Commitmentcommitment, together with legible copies of the all documents listed in such title commitment as exceptions listed thereon. On or before August 8, 2013 to title (the “Title Objection DateExceptions”). Promptly following the Effective Date, Purchaser shall notify Seller in writing, if there are (i) any monetary liens order the Title Commitment. Any mortgage or other title encumbrance entered into by Seller which secures the payment of money or any lien claim arising from the actions of Seller is herein referred to as a “Monetary Encumbrance”. All matters and 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 shown in the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, other than Permitted Exceptions of the “type described in clauses (a) through (h) of the definition of Permitted Exceptions”) and not objected to in writing by Purchaser within twenty (20) Days following the Effective Date shall be deemed to have waived its right be Permitted Exceptions which may be shown on the final title policy. Seller shall pay and discharge (or in the case of mechanics’, materialmen’s or other statutory liens, provide a bond or other assurances in form reasonably satisfactory to object Purchaser covering the payment or discharge) all Monetary Encumbrances at or before Closing so as to be deleted from the title policy to be issued at Closing pursuant to the Title Commitment. If Purchaser delivers a written objection to any Survey Objection.
other title matter or exception within the aforesaid twenty (b20) After the Title Objection DateDay period, if the Title Company raises any new exception to title to the Real Propertythen Seller shall, Purchaser’s counsel shall have within five (5) Business Days thereafter, notify Purchaser in writing of which objections Seller will attempt to cure and Seller shall have twenty (20) Days from the date of receipt of Purchaser’s notice of objection in which to cure such objections and to cause the Title Commitment to be reissued or updated to reflect that such claimed defects have been cured or will be removed or insured over in the title policy in a manner satisfactory to Purchaser. Except for the Monetary Encumbrances which Seller has agreed to pay and discharge or assure the payment and discharge as provided above, Seller shall have no obligation to cure any title objection and shall have no obligation to expend any monies to cure same, and any failure to pay, discharge or cure any title objection shall not be or be deemed to be a breach of this Agreement by Seller. If Seller fails to cure all such objections that are timely made by Purchaser within the twenty (20) Day period referred to above, then Purchaser shall be entitled, at Purchaser’s option, to either (a) proceed with the transaction and accept conveyance expressly subject to the title matter which was the subject of the objection, which shall then be deemed a “Permitted Exception”, or (b) terminate this Agreement by notice in writing to Seller within five (5) Days after he or she receives the expiration of the twenty (20) Day period. Failure of Purchaser to give such notice of termination in writing within such exception five (5) Day period shall be deemed an election to so proceed with the “New Objection Date”) (purchase, subject to the satisfaction or as promptly as possible waiver of the other contingencies contained in this Agreement. If any exceptions to title first appear of record after the Title Commitment is issued and prior to the Closing if such notice is received with less than Date, Purchaser and Seller shall follow the procedures specified herein except that Purchaser shall have two (2) days from the date it has knowledge of the exception to object, Seller shall have two (2) days to elect whether it will cure and five (5) Business Days prior days to the Closing), complete such cure and Purchaser shall have two (2) days from notice that Seller will not or cannot cure 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 make its election; 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 Propertypostponed, if necessary, to complete 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 renewedsteps.
(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 (Digital Realty Trust, 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 July 25, 2013, 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 August 8, 2013 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) 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 July 25, 2013, 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 August 8Within ten (10) days after receipt of Buyer’s Objection Notice, 2013 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 July 25, 2013encumbrance 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 August 8, 2013 (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
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 July 25, 2013, 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 August 8, 2013 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 July 25, 2013, 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 August 8, 2013 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. (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 July 25, 2013, 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 August 8more owners’ or leasehold title policies (collectively, 2013 (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 obtained a title insurance commitment with respect to covering the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller ) from the Title Commitment, together with legible copies title insurance company identified in Line 7 of the title exceptions listed thereon. On or before August 8, 2013 Summary Statement written on behalf of First American Title Insurance Company (the “Title Objection DateCompany”), .
(b) Purchaser shall notify and Seller in writing, if there agree that the following 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 permitted exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”): the matters set forth on the Schedule of Permitted Exceptions attached hereto as Schedule 5 and by this reference made part hereof.
(c) For purposes of this Agreement, all title exceptions that are not Permitted Exceptions are “Unpermitted Exceptions.” Purchaser hereby objects to all Unpermitted Exceptions. Seller shall have the right but not the obligation to extend the Closing Date for a period of up to fifteen (15) days (the expiration of such fifteen (15) day period, the “Title Clearance Date”) in order to have all title exceptions other than Permitted Exceptions (collectively, the “Unpermitted Exceptions”) cured and removed from title to the Real Property, subject to Seller’s mandatory cure obligations set forth below. If Seller fails on or before the Title Clearance Date to demonstrate to Purchaser’s sole satisfaction that the Unpermitted Exceptions have been cured and removed from title to the Real Property (or will be cured and removed from title concurrently with the Closing), Purchaser shall have the option in its sole and absolute discretion to either (i) terminate this Agreement, in which case the parties hereto shall have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement), or (ii) proceed with Closing, in which case, the Purchase Consideration shall be reduced by an amount equal to the aggregate amount of all tax, judgment, mechanics’ and other liens of a definite and ascertainable amount which were caused or permitted by Seller, and which may be cured by payment of a liquidated amount (other than any existing mortgage loan(s) and mezzanine loan(s) (collectively, the “Existing Loans”). Seller shall be obligated in all events to pay in full at or before Closing the outstanding principal and interest of all of Existing Loans.
(d) Notwithstanding the foregoing, Seller is obligated to pay at or before Closing and remove of record, all Existing Loans, all mechanics’ liens that are not created by or through the affirmative acts or omissions of Purchaser, all due and payable tax liens, and all such other liens and encumbrances as may be satisfied by the payment of a liquidated amount. Seller shall use, and Seller hereby authorizes and instructs Escrow Agent to disburse, the cash portion of the Purchase Price to effectuate the termination, re-conveyance and release of all liens and other encumbrances required to be paid and released by Seller in accordance with the provisions of this Section 5.
(e) Purchaser may request, at Purchaser’s expense, an ALTA as built survey (“Survey”) of the Property. On or before earlier of: (i) that date that is twenty (20) days after the receipt by Purchaser of the Survey (the “Survey Objection Date”) or the date that is twenty (20) days prior to the Scheduled Closing Date, Purchaser will notify Seller in writing (the “Survey Exception Notice”) as to those matters reflected in the Survey which it will not accept. If Purchaser fails to provide Seller the Survey Objection Notice on or before the Survey Objection Date, the matters reflected in the Survey shall be deemed to be Permitted Exceptions and Purchaser shall be deemed to have waived its right to object to any such exceptions. If Purchaser delivers a Survey Objection.
(b) After the Title Objection DateException Notice, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel Seller shall have five until three (53) Business Days days after he or she receives notice its receipt of such exception the Survey Exception Notice (the “New Objection Seller’s Response Date”) (), within which to notify Purchaser in writing of its intention to attempt to remove or as promptly as possible otherwise cure prior to the Closing if such notice is received with less than five the disapproved matters reflected on the Survey (5) Business Days prior to “Disapproved Survey Exceptions”). If for any reason, by the Closing)Seller’s Response Date, to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of provide Purchaser with such Title Objection by the New Objection Datenotice, Purchaser will Seller shall be deemed to have accepted elected to not remove or otherwise cure such Disapproved Survey Exceptions. Upon written notice to Purchaser, Seller’s shall have the exceptions right but not the obligation to title set forth on any updates extend the Closing Date for a period of up to fifteen (15) days (the expiration of such fifteen (15) day period, the “Survey Clearance Date”) in order to cure all Unpermitted Survey Exceptions, or if requested by Purchaser in its sole and absolute discretion, to have the Title Commitment as Permitted Company commit to insure Purchaser and Purchaser’s lender (if any), at Seller’s expense, against any and all loss or damage that may be occasioned by any such Unpermitted Survey Exceptions. If Seller fails on or before the Survey Clearance Date to demonstrate to Purchaser’s sole satisfaction that the Unpermitted Survey Exceptions have been cured, Purchaser shall have the option in its sole and absolute discretion to either accept the Survey without curing the Unpermitted Survey Exceptions or to terminate this Agreement by written notice to Seller and Escrow Agent, in which case the parties hereto shall have no further obligations hereunder (except for obligation that are expressly intended to survive termination of this Agreement).
(cf) All taxesSeller shall execute and deliver the title affidavit pursuant to Section 9(a)(iv), water rates or charges, sewer rents remove Unpermitted Exceptions and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated Unpermitted Survey Exceptions pursuant 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 Tenantthis Section 5 above, and Seller executes and delivers an affidavit cooperate with Purchaser 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 obtain the Title Company at Closing, Policy in form 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 substance reasonably satisfactory 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. (a) Within ten (10) days after the Opening of Escrow, Seller will cause Escrow Agent to deliver to Purchaser has ordered from Escrow Agent or its underwriter (“Title Company”) an owner's commitment for a standard owner's policy of title insurance commitment with respect to for real property consisting of approximately 3.76 acres of land which includes the Real Property issued, by in the Title Company amount of the Purchase Price (the “Title Commitment”). On or before July 25In addition and upon Purchaser’s request, 2013, Purchaser shall the Title Company will provide a legible (to Seller the extent available) copy of all documents referred to in the Title Commitment, together with legible copies including, but not limited to, survey plats, reservations, restrictions and easements and a tax certificate covering the Property. After the Lot Line Adjustment process shall have been completed, the legal description of the title exceptions listed thereonProperty shall be based on the ROS. On or before August 8Within ten (10) days after Escrow Agent’s receipt of the ROS, 2013 (the “Title Objection Date”), Purchaser Escrow Agent 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 cause the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed Company to have accepted or waived such exceptions to title set forth on amend the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, to reflect a reduction of the “Permitted Exceptions”) and shall be deemed size of the real property included in the Title Commitment to have waived its right to object to any Survey Objectionthe Property only.
(b) After Purchaser may object, in a writing delivered to Seller and Escrow Agent, to any matters shown on the Title Objection Date, if Commitment within ten (10) days of receipt of the Title Company raises Commitment and the documents referred to in the Title Commitment, or five (5) days after receipt of any amendment to the Title Commitment, but only as to new exception matters which materially and adversely affect the Property. If ▇▇▇▇▇▇ is willing to cause the cure or removal of any of the matters to which Purchaser objects, then Seller will so notify Purchaser in writing within five (5) days of Seller's receipt of Purchaser's notice. If Seller does not respond, or chooses not to cure or remedy Purchaser's objections, or if Seller is unable to remove any such matters, Purchaser may elect either: (i) to terminate this Agreement by delivery of written notice to Seller within two (2) days after Purchaser's receipt of Seller's notice; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages.
(c) If Seller elects to cure or remove any title or survey matters objected to by Purchaser, and Seller cannot thereafter cure or remove the same by the Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to ten (10) days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such ten (10) day period, this Agreement will be terminated, and the Parties will be released of all further obligations under this Agreement, except for those obligations which expressly survive termination hereof.
(d) Purchaser expressly agrees that, except as expressly set forth to the contrary in this Agreement, in no event will Seller be required to (i) bring any action or proceeding, pay any monies, incur any expenses in respect to title to the Real Property, (ii) cure, remove or correct any exceptions thereto or defects therein, or (iii) clear the record of any taxes, liens or encumbrances.
(e) If Purchaser elects to terminate this Agreement pursuant to this Section 5.1, upon ▇▇▇▇▇▇'s receipt of Purchaser’s counsel shall have five (5) Business Days after he or she receives 's written notice of such exception (election, this Agreement will terminate, and 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)Parties will be released of all further obligations under this Agreement, to provide Seller with written notice if such exception constitutes a Title Objectionexcept for those obligations which expressly survive termination hereof. In the event Seller If Purchaser does not receive notice of such Title Objection by the New Objection Dateelect to terminate this Agreement pursuant to this Section 5.1, Purchaser will be deemed to have accepted the accepted, and to have waived any and all objection to all matters, exceptions to title and requirements set forth on any updates of the Title Commitment, and its acceptance of the status of title to the Title Commitment as Permitted Exceptions.
Property generally. At such time, all matters (cincluding all exceptions, requirements and otherwise) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which then shown on the Closing Date are liens against Title Commitment, or otherwise pertaining to title, including without limitation the Real Property and which Seller is obligated to pay and discharge existing easements, will be credited against the Purchase Price (subject to the provision deemed, 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 purposes of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required “Permitted Exceptions”. Purchaser is deemed to discharge or satisfy have approved 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 Declaration Amendment as an exception from encumbrance to 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 as of 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 ObjectionsClosing.
Appears in 1 contract
Sources: Purchase and Sale Agreement
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 July 25) for a standard form ALTA Extended Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, 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 August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 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. Buyer, at Buyer’s cost, shall have the right to obtain the following: (ai) Purchaser has ordered an ALTA Form B Owner's Title Insurance Commitment covering the Property issued by a reputable title insurance commitment company pursuant to which the title company agrees to issue to Buyer, at Closing, an owner's policy of title insurance in the amount of the purchase price, consistent with respect the Commitment; and (ii) a current boundary or ALTA/ACSM Land Title survey of the Property, showing all improvements, easements and matters referenced on the Title Insurance Commitment, certified to the Real Property issuedBuyer, by its counsel, and the Title Company (the “Title Commitment”"Survey"). On If Buyer shall have any objection(s) with respect to the status of title to the Property as reflected in the Commitment and/or the Survey which render title unmarketable or which would interfere with Buyer’s intended use of the Property, Buyer may notify Seller of such objections on or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies expiration of the title exceptions listed thereon. On or before August 8, 2013 Inspection Period (as hereinafter defined) (the “"Buyer’s Title Objection Date”Notice"). Any matters shown in the Commitment and Survey to which Buyer does not timely object, Purchaser except as otherwise provided herein, 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 Objectionbe deemed "Permitted Encumbrances". In the event the Commitment or the Survey reflects any defect or title condition to which Buyer timely objects, then Seller does not receive written notice shall be required to use its commercially reasonable efforts to cause all such defects and title conditions to be cured no later than the date which is sixty (60) days following receipt of any Title Objections or Survey Objection by the Buyer's 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 Notice ("Seller's 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 ClosingCure 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 (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, it being understood that Seller shall not be required obligated to discharge institute litigation in connection with same. Notwithstanding anything to the contrary contained in this Contract, Buyer need not object to and Seller shall, on 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 before the Closing Date, shall be an objection to title if the Title Company insures remove or satisfy (1) judgments 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 (2) other monetary liens (including any mortgages, deeds of trust, mechanic’s, materialmen’s or vendor’s liens with respect to the Property and any real estate tax liens (including improvement district and special taxing district liens) other than liens for ad valorem taxes and assessments not yet due and payable (collectively, “Monetary Liens”), none of which shall not be deemed Title ObjectionsPermitted Encumbrances.
Appears in 1 contract
Sources: Purchase and Sale Agreement
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 July 25at Sellers' expense, 2013, 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 August 8, 2013 (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. 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 July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 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 July 25, 2013, 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 August 8more owners’ or leasehold title policies (collectively, 2013 (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. Buyer shall be responsible for obtaining, no later than the end of the Due Diligence Period, a commitment from the Title Company to issue at Closing a policy of title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (athe “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report (or any updated title report) Purchaser has ordered shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title insurance commitment with respect endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Molina or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Real Property issuedClosing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 for elimination 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 from the Title Commitment Policy (as Permitted Exceptions.
(cdefined in Section 5.3) 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 Objectionas reasonably determined by Buyer. If on the Closing Date there shall be security interests filed against the Real Property, such items shall cure is not be Title Objections if (i) the personal property covered accomplished 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, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be an returned to Buyer, or waive such objection and complete the Closing subject to title such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company insures against collection thereof from or out Company, as escrow agent, to apply a portion 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 Purchase Price 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, discharge such 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 at Closing.
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 July 25sixty (60) days from the Effective Date, 2013at 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 August 8, 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 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 July 25, 2013, 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 August 8The Seller’s premium cost of the Owner’s Policy of title insurance shall not exceed the price quoted by the Kansas City, 2013 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 July 25, 2013twenty (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 August 8Survey, 2013 (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 July 25, 2013, 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 August 8Commitment, 2013 (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) Seller has contemporaneously or heretofore delivered to Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by Title Commitment issued through the Title Company (and setting forth the “state of title to the Property, and all exceptions to coverage which would appear in the Title Commitment”)Policy, together with copies of all instruments identified in the Title Commitment as exceptions to title. On Purchaser, at its sole cost and expense, may cause the Title Commitment to be updated before any scheduled Closing hereunder. If after receipt of the original or before July 25, 2013, Purchaser shall provide to Seller the an updated Title Commitment, together with legible copies of the title exceptions listed thereon. On instruments referred to therein as exceptions, Purchaser determines that any matter disclosed by the original or before August 8, 2013 an updated Title Commitment which has not previously been approved by Purchaser (the “Title Objection Date”)or deemed approved by Purchaser failing to timely make objection thereto) is unacceptable to Purchaser in its reasonable business judgment, Purchaser shall so notify Seller in writingwriting specifying such objectionable matters on or before five (5) days after the date Purchaser actually receives a copy of such original or updated Title Commitment, together with copies of the instruments referenced therein. Seller shall have a period of ten (10) days following the receipt of such notice from Purchaser to cure such defect (provided that, subject to the provisions provided in this paragraph, Seller shall not be obligated to cure any such title defect, and, in the event the defect is cured, the date of all subsequent Closing(s) set forth in the Take Down Schedule will be extended for a period of time equal to the period of time, if there are any, such original Closing was delayed). If (i) any monetary liens Seller is unable or other title exceptions that Purchaser objects unwilling to cure such defects within the ten (“Title Objections”) 10)-day period or (ii) any Survey Objection. In the event Seller does not receive gives written notice to Purchaser that it is unwilling or unable to cure Purchaser's objection, Purchaser may, as Purchaser's sole and exclusive remedies, either (a) terminate this Contract within five (5) days after expiration of such ten (10)-day period or receipt of Seller's notice to Purchaser (as the case may be) as to all Lots Purchaser has not acquired (in which case neither party shall have any Title Objections or Survey Objection further obligations hereunder except as otherwise provided herein), (b) maintain this Contract in effect with the obligation to purchase all Lots at the subsequent Closing(s) subject to such defects not cured by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser Seller which will be deemed included in the definition of Permitted Exceptions and with a mutually acceptable reduction in the Lot Purchase Price or, (c) maintain this Contract in effect and remove any Lots with uncured and unacceptable defects. If Purchaser fails to have accepted or waived notify Seller of such exceptions to title set forth on election within the Title Commitment as permitted exceptions prescribed five (as accepted or waived by Purchaser5)-day period, the “Permitted Exceptions”) and Purchaser shall be deemed to have selected alternative (b) with the effect that Purchaser has waived its right to object terminate this Contract. Notwithstanding any provision hereof to any Survey Objection.the contrary, Seller shall be responsible for (and cure) all liens, security interests, or similar encumbrances securing indebtedness imposed on the Property by Seller (the "Monetary Liens"), all mechanics and materialmen's liens encumbering the Property due to Seller's acts or omissions (unless such matters result from the actions of
(a) Purchaser, (b) After the Title Objection DatePurchaser's employees, if the Title Company raises any new exception to title to the Real Propertyagents, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (representatives 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 taxesPurchaser's contractors and/or subcontractors), water rates or charges, sewer rents all liens for taxes and assessments, plus interest other unpaid assessments which are due and penalties thereon, which on payable as of the applicable 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 applicable proration provision for apportionment of taxes, water rates and sewer rents herein containedcontained herein) and all other liens related to Seller's development of the Property (unless such matters result from an action of Purchaser) and cause all such Monetary Liens to be released or insured against as of the Closing of the particular Lots, and it 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 necessary for Purchaser to such effect, or the security interest was filed more than five (5) year prior make formal objection to the Closing Date and was not renewedexistence of any such liens.
(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 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 July 25, 2013, 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 August 8Purchaser shall have until December 15, 2013 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. (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 July 25, 2013, 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 August 8, 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 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. (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 July 25, 2013, 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 August 8, 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 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 July 25, 2013, 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 August 8therein and the “Survey” (defined below), 2013 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. Seller shall convey good and indefeasible fee simple title to the Land and Improvements and insurable easements (athe “Real Estate”) to Purchaser has ordered at Closing, subject only to the “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 insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25) for a form ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, 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 Estate, together with legible copies of the title all exceptions listed thereontherein. On or before August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 legible copies of all exceptions listed therein and the “Survey” (defined below), but no later than five (5) days prior to the expiration of the Approval Period, to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, Purchaser 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 Seller Purchaser in writingwriting within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if there are (i) any monetary liens or other title exceptions that Purchaser objects any, Seller has agreed to (“Title Objections”) or (ii) any Survey Objectioncure. 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 the Title Objection Date, TIME BEING OF THE ESSENCELetter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser will be deemed shall have the right for five (5) days after receipt of Seller’s response to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions Objection Letter (as accepted 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 by Purchaser, the “Permitted Exceptions”) and title objection shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Datebe a “Permitted Encumbrance”, 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 Closingdefined below), 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 terminate this Agreement upon written notice to Seller and receive an immediate refund of the property ▇▇▇▇▇▇▇ Money, without the consent or joinder of a TenantSeller 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 Seller executes and delivers an affidavit that are unacceptable to such effectPurchaser, or the security interest was filed more than in its sole discretion, Purchaser shall within 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 days after receipt of 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 update to the Title Company and sufficient to secure a release Commitment or Survey notify Seller in writing 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.its objection to
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. (a) 3.5.1 Purchaser has ordered received from Title Company, a Commitment for Title Insurance dated January 21, 2010 (the “Existing Title Commitment”), setting forth the status of title insurance commitment with respect to the Real Property issuedLand and all exceptions which would appear in an Owner’s Policy of Title Insurance. Purchaser may, by at its sole cost and expense, order an update to the Existing Title Company Commitment (the “Title Commitment”)) specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. On Purchaser shall, on or before July 25the end of the Due Diligence Period, 2013deliver to Seller, in writing any objections to matters shown in the Title Commitment. 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 of then Seller shall have the title exceptions listed thereonright, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. On or before August 8, 2013 (the “Title Objection Date”), Purchaser Seller 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 until 5:00 p.m. on the Title Commitment as permitted exceptions (as accepted Cure Date to agree in writing to cure before Closing such disapproved item. If Seller elects not to cure, or waived by fails to timely respond to Purchaser’s objections, the “Permitted Exceptions”) and Seller shall be deemed to have waived its right elected not to object cure, in which event Purchaser shall, on or before the expiration of the Due Diligence Period, either (i) terminate this Agreement by delivering to any Survey Objection.
(b) After the Title Objection Date, if the Seller and Title Company raises any new exception a written notice of termination, whereupon Title Company shall release and return the Deposit to title Purchaser, or (ii) waive in writing its objection to the Real Propertydisapproved items, which shall then become Permitted Exceptions. Purchaser’s counsel shall have five (5) Business Days after he or she receives failure to timely deliver to Seller and Title Company a written notice of such exception (the “New Objection Date”) (termination or as promptly as possible prior waiver of its objection 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 disapproved items shall be deemed to constitute Purchaser’s waiver of its objection to said items and such items shall become Permitted Exceptions.
3.5.2 Purchaser shall have accepted the exceptions to title set forth on one (1) business day after receipt of any updates to the Title Commitment as Permitted Exceptions.
(cincluding receipt of any documents referenced in such update) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, to object to any material matters disclosed therein which on were not disclosed in 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 original 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 ClosingCommitment, 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 procedure for objecting 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, matters 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 Objectionsset forth in Section 3.5.1 above.
Appears in 1 contract
Sources: Purchase and Sale Agreement (KBS Strategic Opportunity REIT, Inc.)
Title Commitment. Within five (a5) Purchaser has ordered a title insurance commitment with respect to business days from the Real Property issuedOpening of Escrow, by Sellers shall cause the Title Company to deliver to Buyer and Sellers (and their respective legal counsel) a current commitment for a CLTA Owner’s Policy of Title Insurance (the “Title Commitment”). On or before July 25Sellers shall deliver to Buyer, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies as part of the title exceptions listed thereonDue Diligence Materials, existing surveys of any of the Properties, if any. On If Buyer desires to update the surveys delivered pursuant to this Section 4.1 or before August 8to obtain a new survey (collectively, 2013 the “Updated Survey”), then, it may do so, at Buyer’s sole cost and expense, and shall deliver a copy thereof to Sellers (and their legal counsel). During the forty (40) day period after the Effective Date (the “Title Objection DateTitle/Survey Review Period”), Purchaser Buyer shall notify Seller in writing, if there are (i) review and approve or object to the condition of title to each Property as set forth on the Title Commitment and any monetary liens or other title exceptions Updated Survey. In the event that Purchaser Buyer objects to any Seller’s title for any reason or to any other item disclosed by each Title Commitment or any Updated Survey, Buyer shall, during the Title/Survey Review Period, deliver written notice (“Buyer’s Title Notice”) to Sellers specifically identifying all objections (“Title Objections”) to any such item or to the condition of any Seller’s title. Buyer’s Title Notice also may identify the form of title policy and endorsements required by Buyer. Failure of Buyer to provide a Buyer’s Title Notice within the Title/Survey Review Period shall be deemed approval by Buyer of the condition of title to each Property as set forth in the Title Commitment. Sellers shall, within three (ii3) any Survey Objection. In business days following receipt of the event Seller does not receive Buyer’s Title Notice, deliver written notice (“Sellers’ Title Notice”) to Buyer informing Buyer whether or not Sellers desire, in Sellers’ sole discretion, an opportunity to eliminate or cure any such matter to which an objection has been raised. If Sellers elect, or are deemed to have elected, not to remove or otherwise cure an exception disapproved in Buyer’s Title Notice, Buyer shall have until the expiration of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will Due Diligence Period to deliver to Sellers written notice (“Buyer’s Approval Notice”) which shall be deemed to be Buyer’s election to waive the objection. If Sellers have accepted or waived such exceptions to title set forth on not received the Title Commitment as permitted exceptions (as accepted or waived Buyer’s Approval Notice from Buyer by Purchaserthe expiration of the Due Diligence Period, the “Permitted Exceptions”) and Buyer shall be deemed to have waived its disapproved the Sellers’ Title Notice and deemed to have elected to terminate this Agreement. In the event that Sellers advise Buyer in Sellers’ Title Notice that Sellers will attempt to eliminate or cure any matter to which an objection is made, Buyer’s right to object terminate this Agreement will be suspended, and Sellers shall use commercially reasonable efforts 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 eliminate or she receives notice of cure such exception (the “New Objection Date”) (or as promptly as possible matter prior to the Closing Date; provided, however, that if Sellers fail to eliminate or cure any such notice is received with less than five (5) Business Days prior matter that Sellers have agreed to the Closing)attempt to eliminate or cure, despite Sellers’ commercially reasonable efforts 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 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 Date, Sellers shall not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions in default or breach of this Agreement, is required to be discharged or satisfied by Sellerand Buyer shall have the right, Seller shall not be required to discharge or satisfy the same as 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, to either: (A) terminate this Agreement, in which event the Deposit shall be an objection refunded to title if the Title Company insures against collection thereof from or out of the Real Property and/or the ImprovementsBuyer, and provided the parties shall have no further that Seller deposits with obligations to each other under this Agreement, except for obligations which expressly survive the Title Company a sum termination of money this Agreement; or a parental guaranty reasonably acceptable (B) waive such failure by Sellers, in writing, and accept title to such Property subject to the matters to which Buyer has objected and Sellers were unable to eliminate or cure prior to the Closing Date. Sellers’ failure to provide Buyer with Sellers’ 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 Notice shall not be deemed to be Sellers’ election to not cure any matter objected to by Buyer in Buyer’s Title Objections.Notice. 8 Purchase and Sale Agreement and Joint Escrow Instructions
Appears in 1 contract
Sources: Purchase and Sale Agreement
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 July 25, 2013, 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 August 8therein and the “Survey” (defined below), 2013 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. (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 July 255:00 p.m., 2013local 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 August 80003638 (as amended and/or assigned); and (ii) Assignment dated November 16, 2013 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 July 25, 2013, 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 August 8, 2013 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 July 25, 2013, 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 August 8During the Due Diligence Period, 2013 (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. 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 July 25the expiration of the Objection Period, 2013approve 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 August 8, 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 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 July 25) for a standard form ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, 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 August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 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. 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 July 25Closing, 2013, 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 August 8same may have been amended by prior amendments, 2013 (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 July 25, 2013the 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 August 8, 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 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 July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 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 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 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”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”). On or before July 25, 2013, 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 August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 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 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, 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 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 or satisfy have any further 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 Growth Trust, Inc.)
Title Commitment. Within ten (a10) days after the Effective Date, Seller shall furnish to Purchaser has ordered a title commitment (the "Commitment"), by the terms of which Title Company, as issuing agent for Chicago Title Insurance Corporation, agrees to issue to Purchaser at Closing an owner's policy of title insurance commitment with respect (the "Title Policy") in the amount of the Purchase Price on the standard ALTA form used in the State of Florida, insuring Purchaser's fee simple title to the Real Property issuedto be good and marketable, subject to the terms of such policy and the title exceptions. 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 and Commitment 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 Objection Period shall be conclusively deemed to be acceptable to Purchaser. In the event Purchaser timely objects to any title exception or Survey matter ("Title Objection"), Seller may, but shall not be obligated to, cure such Title Objection; provided, however, if Seller is able and willing to eliminate or cure such Title Objection, Seller shall notify Purchaser in writing within five (5) days after the “Title Commitment”Objection Period ("Seller's Notice Period") of such facts (said notice hereinafter called "Seller's Title Notice"). On , in which case the elimination or curing of the Title Objection shall be completed on or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 Closing Date (the “Title Objection Date”as defined in Section 7.1), 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 deliver Seller's Title Objections or Survey Objection by the Title Objection DateNotice to Purchaser within Seller's Notice Period, TIME BEING OF THE ESSENCE, then Purchaser will be is deemed to have accepted be notified that Seller is unable or waived such exceptions unwilling to title set forth on cure 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 Propertydoes not deliver Seller's Title Notice, or (ii) such personal property notifies Purchaser that Seller is unable or unwilling to cure any Title Objection, Purchaser shall be deemed to have waived the property of a TenantTitle Objections unless, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than within five (5) year prior days following the expiration of Seller's Notice Period, 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 as either exceptions or exclusions 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 AgreementSection 5. 1. Notwithstanding the foregoing, is required Purchaser and Seller acknowledge that although Seller has no obligation to be discharged cure any title matters (whether or satisfied not the same constitute Title Objections), Seller does agree (subject to Purchaser's full performance hereunder) to deliver title to the Property at Closing free and clear of any and all liens of the deeds of trust and/or mortgages created by Seller, as reflected on the Commitment. Furthermore, Seller shall not be required has no obligation to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by ensure that the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment will provide extended 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 comprehensive coverage or any former owner endorsements or amendments thereto, all of the Propertywhich, that may be a lien against the Property on the Closing Dateif Purchaser elects to obtain such coverage, shall be an objection Purchaser's responsibility and shall be at Purchaser's expense. In the event of termination of this Agreement pursuant to title if the Title Company insures against collection thereof from or out this Section 5.1, upon Purchaser's delivery of the Real Property and/or Documents and the ImprovementsPurchaser's Information, 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 Earnest Money shall ▇▇ ▇▇▇ivered to Purchaser an affidavit stating that such judgmentsand thereafter neither party shall have any further rights or obligations hereunder, bankruptcies or other returns do not apply except for the rights and obligations arising pursuant to SellerSections 3.3, 3.5 and such search results shall not be deemed Title Objections7.4.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Walden Residential Properties 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 July 25, 2013, 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 August 8, 2013 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 July 25, 2013, Purchaser shall provide to Seller the Title CommitmentProperty, together with legible copies of the title all exceptions listed thereontherein. On or before August 8, 2013 (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. 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) 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 July 25) for a standard form ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2013, 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 August 8Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2013 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 (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, 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 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 could, if not cured, become a lien against 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. Purchaser shall, at Purchaser's expense during the first sixty (a60) Purchaser has ordered days of the Option Period, obtain a preliminary title report for a standard coverage owner's title insurance commitment with respect policy (or, at Purchaser's option, an extended coverage policy, subject to Purchaser's payment of additional charges associated therewith as provided hereinafter) (the Real Property issued, "Commitment") issued by the Title Company Insurer showing the condition of title to the Property. If the Commitment or any amendment thereto discloses exceptions which would, in Purchaser's reasonable judgment, be a material impairment to Purchaser's intended use of the Property and are objectionable to Purchaser, Purchaser, within ten business (10) days following the “Title Commitment”). On or before July 25, 2013, date on which Purchaser shall provide to Seller receives the Title Commitment, together with legible copies of all items (if available) listed as exceptions in Schedule "B" of such Commitment, but in no event more than seventy (70) days from the title exceptions listed thereon. On date of this Agreement, or before August 8within five business (5) days after receipt of any amendment to the Commitment, 2013 (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 to title set forth on including a description of the Title Commitment as permitted exceptions impairment Purchaser believes would result from the exception (as accepted or waived by Purchaser"Unpermitted Exceptions"). Neither the Crop Lease, the “Permitted Exceptions”) and Gas Lease, nor the cemeteries previously disclosed to Purchaser shall be an Unpermitted Exception. If Purchaser fails to deliver such written notice or objection to Seller within the applicable time period, 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 ten (10) 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 Insurer pursuant to an endorsement to the Commitment (together with Title Insurer's agreement to issue such endorsements to any lender, purchaser or transferee of the Property) 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) After Seller has elected not to pursue removal of one or more Unpermitted Exception or failed to arrange to have the Unpermitted Exceptions removed or insured over by the Title Objection DateInsurer. Seller shall be under no obligation or duty to remove or cure any Unpermitted Exceptions. If Seller does not notify Purchaser that it has arranged to have the Unpermitted Exceptions removed or insured over or that it disputes an Unpermitted Exception within said ten (10) business day period, Purchaser may elect either: DocuSign Envelope ID: D8E34115-CBED-4248-B21E-E3378A42AC94
(i) to terminate this Agreement, in which event the Initial Option Deposit (and Option Extension Payment/Additional ▇▇▇▇▇▇▇ Money, if any) shall be returned to Purchaser as Purchaser's sole remedy hereunder, provided, however, the Title Company raises any new exception return of such amounts to Purchaser is subject to Sections 2 and 3 of this Agreement and the prior payment and satisfaction of all Seller Indemnification Claims; or
(ii) to take title to the Real Propertyas it then is, Purchaser’s counsel shall have which election must be made within five business (5) Business Days after he or she receives notice days following expiration of such exception said ten (the “New Objection Date”10) day period in which event:
(or as promptly as possible prior to the Closing if such notice is received with less than five (51) 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 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 Title Commitment as will thenceforth be deemed Permitted Exceptions.;
(c3) All taxesthis Agreement shall remain in full force and effect; and
(4) if reasonably required to allow the parties to prepare for Closing, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against shall be deferred to a date mutually agreed upon by the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject parties. Anything 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 contrary 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 SellerAgreement notwithstanding, Seller shall not be required obligated to remove or cure any Unpermitted Exceptions except that Seller shall pay or discharge any lien or satisfy encumbrance arising after the same date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of record provided Purchaser or other parties not related to Seller. If after the money necessary date of the original Commitment, an updated Commitment discloses Unpermitted Exceptions arising after the date of the original Commitment other than those which the Title Insurer has agreed to satisfy insure against, or Seller has agreed to pay or discharge at Closing, then unless Purchaser agrees to accept title as it then is without reduction of the lien Purchase Price, Seller may, at its option, terminate this Agreement, in which event the Initial Option Deposit (and Option Extension Payment/Additional ▇▇▇▇▇▇▇ Money, if any) shall be returned to Purchaser as Purchaser's sole remedy hereunder, provided, however, the return of such amounts to Purchaser is retained subject Sections 2 and 3 of this Agreement and to the prior payment and satisfaction of all Seller Indemnification Claims On the Closing Date, Purchaser shall cause the Title Insurer to issue an owner's title insurance policy, or the unconditional commitment of the Title Insurer to issue such policy (which commitment shall be deemed made upon the recordation by the Title Company at Closingor its agent of the Deed), in the amount of the Purchase Price, subject only to the printed exceptions normally contained in such policies and the Permitted Exceptions. 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, Policy shall be an objection to title standard or extended coverage, at Purchaser's option; provided, however, if Purchaser elects extended coverage, Purchaser shall be responsible for satisfying, at Purchaser's cost, 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 thereofCompany's requirements therefor. 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.DocuSign Envelope ID: D8E34115-CBED-4248-B21E-E3378A42AC94
Appears in 1 contract
Sources: Real Estate Option Agreement (Frontieras North America)