Common use of Title; Condition Clause in Contracts

Title; Condition. It shall be a condition precedent to Tenant’s obligation to proceed to the Closing that, at the Closing, the Title Company shall issue the Title Policy (or a “marked” title commitment) to Tenant insuring, in the full amount of the Purchase Price, Tenant as the fee simple owner of the Premises, subject only to the Permitted Exceptions. If the foregoing condition precedent fails for any reason other than the actions of Tenant, the exercise of this Right of First Offer by Tenant shall, at Tenant’s election, be null and void, in which event (i) the Xxxxxxx Money shall be returned to Tenant, and (ii) this Right of First Offer shall be irrevocably terminated and of no further force and effect. Landlord shall convey the Premises to Tenant subject to any and all liens, claims and encumbrances of record (“Permitted Exceptions”) other than the following: (i) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Landlord; (ii) mechanic’s liens pursuant to a written agreement between the claimant and Landlord; (iii) broker’s liens pursuant to a written agreement between the broker and Landlord and (iv) any other lien securing the payment of money owed by Landlord (the “Mandatory Cure Items”). Landlord shall, at Landlord’s sole cost, cure and remove any Mandatory Cure Items on or prior to the Closing. If Landlord fails to cure and remove (whether by endorsement or otherwise) any Mandatory Cure Items on or prior to the Closing, Tenant may, at its option and as its sole remedy hereunder, at law, in equity or pursuant to the Lease, either (i) terminate its election to exercise this Right of First Offer, in which event the Xxxxxxx Money shall be returned by Landlord to Tenant and this Right of First Offer shall thereafter become forever null and void, or (ii) proceed to close with title to the Premises as it then is with the right to deduct from the Purchase Price the amount reasonably necessary to cure and remove (by endorsement or otherwise, as mutually and reasonably determined by Tenant and Landlord) those Mandatory Cure Items that Landlord has failed to cure and remove.

Title; Condition. It shall be a condition precedent to Tenant’s obligation to proceed to the Option Closing that, at the Option Closing, the Title Company shall issue the Title Policy (or a “marked” title commitment) to Tenant insuring, in the full amount of the Option Purchase Price, Tenant as the fee simple owner of the Premises, subject only to the Permitted Exceptions. If the foregoing condition precedent fails for any reason other than the actions of TenantPurchaser, the exercise of this Right of First Offer Purchase Option by Tenant shall, at Tenant’s election, shall be null and void, in which event (i) the Xxxxxxx Money shall be returned by the Title Company to Tenant, and (ii) this Right of First Offer Purchase Option shall be irrevocably terminated and of no further force and effect. Landlord shall convey the Premises to Tenant subject to any and all liens, claims and encumbrances of record (“Permitted ExceptionsPermittedExceptions”) other than the following: (i) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Landlord; (ii) mechanic’s liens pursuant to a written agreement either between (x) the claimant (the “Contract Claimant”) and LandlordLandlord or (y) the Contract Claimant and any other contractor, materialman or supplier with which Landlord has a written agreement; and (iii) broker’s liens pursuant to a written agreement between the broker and Landlord and (iv) any other lien securing the payment of money owed by Landlord (the “Mandatory Cure Items”). Landlord shall, at Landlord’s sole cost, cure and remove any Mandatory Cure Items on or prior to the Option Closing. If Landlord fails to cure and remove (whether by endorsement or otherwise) any Mandatory Cure Items on or prior to the Option Closing, Tenant may, at its option and as its sole remedy hereunder, at law, in equity or pursuant to the Lease, either (i) terminate its election to exercise this Right of First OfferPurchase Option, in which event the Xxxxxxx Money shall be returned by Landlord the Title Company to Tenant and this Right of First Offer Purchase Option shall thereafter become forever null and void, or (ii) proceed to close with title to the Premises as it then is with the right to deduct from the Option Purchase Price the amount reasonably necessary to cure and remove (by endorsement or otherwise, as mutually and reasonably determined by Tenant and Landlord) those Mandatory Cure Items that Landlord has failed to cure and remove.

Title; Condition. It shall be a condition precedent to Tenant’s obligation to proceed to the Option Closing that, at the Option Closing, the Title Company shall issue the Title Policy (or a “marked” title commitment) to Tenant insuring, in the full amount of the Option Purchase Price, Tenant as the fee simple owner of the Premises, subject only to the Permitted Exceptions. If the foregoing condition precedent fails for any reason other than the actions of TenantPurchaser, the exercise of this Right of First Offer Purchase Option by Tenant shall, at Tenant’s election, shall be null and void, in which event (i) the Xxxxxxx Money shall be returned by the Title Company to Tenant, and (ii) this Right of First Offer Purchase Option shall be irrevocably terminated and of no further force and effect. Landlord shall convey the Premises to Tenant subject to any and all liens, claims and encumbrances of record (“Permitted Exceptions”) other than the following: (i) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Landlord; (ii) mechanic’s liens pursuant to a written agreement either between (x) the claimant (the “Contract Claimant”) and LandlordLandlord or (y) the Contract Claimant and any other contractor, materialman or supplier with which Landlord has a written agreement; and (iii) broker’s liens pursuant to a written agreement between the broker and Landlord and (iv) any other lien securing the payment of money owed by Landlord (the “Mandatory Cure Items”). Landlord shall, at Landlord’s sole cost, cure and remove any Mandatory Cure Items on or prior to the Option Closing. If Landlord fails to cure and remove (whether by endorsement or otherwise) any Mandatory Cure Items on or prior to the Option Closing, Tenant may, at its option and as its sole remedy hereunder, at law, in equity or pursuant to the Lease, either (i) terminate its election to exercise this Right of First OfferPurchase Option, in which event the Xxxxxxx Money shall be returned by Landlord the Title Company to Tenant and this Right of First Offer Purchase Option shall thereafter become forever null and void, or (ii) proceed to close with title to the Premises as it then is with the right to deduct from the Option Purchase Price the amount reasonably necessary to cure and remove (by endorsement or otherwise, as mutually and reasonably determined by Tenant and Landlord) those Mandatory Cure Items that Landlord has failed to cure and remove.

Title; Condition. It This Agreement is conditional (the “Title Condition”) until June 24, 2011 to enable the Purchaser to review and give notice to the Seller of any valid objection the Purchaser has to the title to the Owned Real Property as of a specified date. If the Purchaser notifies the Sellers of any such objection to the title to the Owned Real Property prior to June 24, 2011, then the Sellers shall be a condition precedent elect, by written notice (the “Cure Notice”) delivered to Tenant’s obligation the Purchaser within two (2) business days after receipt of such notice, to proceed either cure or satisfy any particular objection(s) at or prior to the Closing that, at the Closing, the Title Company shall issue the Title Policy (Date or a “marked” not to so cure or satisfy any particular title commitment) to Tenant insuring, in the full amount objection(s). The date of the Purchase Price, Tenant Purchaser’s above-described notice of title objections shall be referred to herein as the fee simple owner of the Premises, subject only to the Permitted Exceptions“Title Date”. If the foregoing condition precedent fails for Sellers shall fail to deliver the Cure Notice to the Purchaser within the time required therefor or shall elect not to cure any reason other than particular title objection(s) by the actions of TenantClosing Date, then the exercise of Purchaser may elect, by written notice to the Sellers prior to the Closing Date, to (i) terminate this Right of First Offer Agreement by Tenant shall, at Tenant’s election, be null and voidwritten notice to the Seller, in which event (i) case the Xxxxxxx Money Deposit, if any, shall be returned to Tenantthe Purchaser, and neither the Sellers nor the Purchaser shall have any further rights or obligations hereunder or liability to the other (except with respect to the provisions of this Agreement that survive termination); or (ii) waive such title objection and proceed to close in accordance with the terms of this Right Agreement. Notwithstanding the foregoing, immediately prior to Closing the Sellers shall pay, satisfy, remove and cure all mortgages, deeds of First Offer shall be irrevocably terminated and of no further force and effect. Landlord shall convey the Premises to Tenant subject to any and all trust, judgments, monetary liens, claims and or similar monetary encumbrances of record (“Permitted Exceptions”) affecting the Owned Real Property or any part thereof or provide owner’s affidavits or other than similar documents required for the following: (i) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Landlord; (ii) mechanic’s liens pursuant Purchaser to a written agreement between the claimant and Landlord; (iii) broker’s liens pursuant obtain affirmative coverage from its title insurance company with respect to a written agreement between the broker and Landlord and (iv) any other lien securing the payment of money owed by Landlord (the “Mandatory Cure Items”). Landlord shall, at Landlord’s sole cost, cure and remove any Mandatory Cure Items on or such encumbrances prior to the Closing. If Landlord fails to cure and remove (whether by endorsement or otherwise) any Mandatory Cure Items on or prior to the Closing, Tenant may, at its option and as its sole remedy hereunder, at law, in equity or pursuant to the Lease, either (i) terminate its election to exercise this Right of First Offer, in which event the Xxxxxxx Money shall be returned by Landlord to Tenant and this Right of First Offer shall thereafter become forever null and void, or (ii) proceed to close with title to the Premises as it then is with the right to deduct from the Purchase Price the amount reasonably necessary to cure and remove (by endorsement or otherwise, as mutually and reasonably determined by Tenant and Landlord) those Mandatory Cure Items that Landlord has failed to cure and remove.