Title Material Sample Clauses

Title Material. Promptly following the Effective Date, Seller will obtain and deliver to Buyer a current preliminary title report ("Title Report") for the Real Property prepared by the Title Company, together with a copy of the documents listed as exceptions therein. Buyer, at its cost, shall obtain a survey ("Survey") of the Real Property prepared by a licensed engineer or surveyor, which Survey shall be sufficient to provide the basis for an ALTA owner's policy of title insurance. Buyer shall deliver a copy of the Survey to the Title Company and to Seller.
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Title Material. Promptly following the Effective Date, Seller will obtain and deliver to Buyer a current preliminary title report ("TITLE REPORT") for the Real Property prepared by the Title Company, together with a copy of the documents listed as exceptions therein. Buyer, at its election, and at its cost, may obtain a survey ("SURVEY") of the Real Property prepared by a licensed engineer which Survey shall be sufficient to provide the basis for an ALTA owner's policy of title insurance. The Survey shall be obtained by Buyer, if at all, prior to the expiration of the Title Review Period and, if obtained, Buyer shall promptly deliver a copy of the Survey to Seller and the Title Company. It is acknowledged that Buyer will not be entitled to obtain an ALTA title insurance policy with respect to the Real Property if Buyer elects not to obtain a Survey with respect to such Real Property.
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Title Material. Within ninety (90) days from the date of this Participation Agreement and at the written request of Trinity, Texoil will furnish Trinity with copies of all the Leases and any corresponding title material associated with the prospect.
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Title Material. Buyer has obtained a current preliminary title report dated December 2, 1996 ("TITLE REPORT") for the Real Property prepared by the Title Company, together with a copy of the documents listed as exceptions therein. Buyer shall cause a copy of the Title Report (as well as the related documents) to be delivered to Seller. Seller has obtained, a survey ("SURVEY") of the Real Property prepared by a licensed engineer which Survey shall be sufficient to provide the basis for an ALTA owner's policy of title insurance without boundary, encroachment or survey exceptions. The Survey complies with the requirements set forth on Exhibit 6.3.1 attached hereto. A copy of the Survey has been provided to Buyer and to the Title Company.
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Title Material. As part of the Due Diligence Materials, Seller has provided to Buyer a survey of the Property as part of a survey of the adjacent land owned by Seller ("SELLER'S SURVEY"). As set forth above, Seller has not undertaken any independent investigation as to the accuracy of Seller's Survey and has provided the same solely as an accommodation to Buyer. As a further accommodation to Buyer, and without limiting the disclaimers set forth above with respect thereto, Seller has caused the engineering company that prepared Seller's Survey to add Buyer and such other entities reasonably requested by Buyer to the certification on Seller's Survey. Buyer shall be solely responsible for all costs associated with such additional certification. Buyer acknowledges that Buyer has elected not to obtain a separate survey of the Property and has instead satisfied itself as to the completeness and accuracy of the Seller's Survey.
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Title Material. Promptly following the Effective Date, Seller will obtain and deliver to Buyer a current preliminary title report (“Title Report”) for the Real Property prepared by the Title Company or Escrow Agent, together with a copy of, or access to, the documents listed as exceptions therein. Buyer, at its cost, shall obtain a survey (“Survey”) of the Real Property prepared by a licensed engineer which Survey shall be sufficient to provide the basis for an ALTA owner’s policy of title insurance. The Survey shall be obtained by Buyer prior to the expiration of the Title Review Period and Buyer shall promptly deliver a copy of the Survey to Seller and the Title Company.
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Title Material. At the Closing, the Company shall furnish to AFC report of the Title Search issued by a reputable and responsible title insurance company acceptable to AFC (the "Title Company"), which shall reflect that the title of the 33 Company and the Subsidiaries to the real properties owned by the Company and the Subsidiaries and located at 000 Xxxxxxx Xxxxxx, Jackson, Mississippi and at 0000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx (the "Owned Realty"), is free and clear of any and all options, liens, claims, leases, encumbrances, restrictions, exceptions or objections to title except such as may be reflected in the Title Policies and the rights of owners of minerals in and under the Owned Realty and their lessees and such other matters as are approved by AFC in writing, and shall be without exceptions for possible mechanic's or materialmen's liens not shown by the public records.
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Title Material. Seller acknowledges and understands that Buyer is relying on Seller's representations and warranties as to the adequacy and sufficiency of Seller's title to the Interests conveyed by Seller to Buyer, all of which representations and warranties are material to Buyer and the transactions contemplated herein. From and after the date hereof Seller shall provide Buyer, its agents and representatives full opportunity, at any time and from time to time during normal business hours, to examine, inspect and copy, at Buyer's expense, the books, records and files in the possession of Seller insofar as they pertain to the Interests, pertaining to the following:
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Related to Title Material

  • Title Report If no Additional Mortgage Policy is required with respect to such Additional Mortgaged Property, a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date such Additional Mortgage is to be recorded and satisfactory in form and substance to Administrative Agent;

  • Title Reports With respect to each Closing Date Mortgaged Property, a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the Closing Date and satisfactory in form and substance to Administrative Agent;

  • Title Matters Purchaser has received from the Title ------------- Company a preliminary title commitment for a fee policy having an effective date after the date of the Original Agreement, for an ALTA (or such other form reasonably approved by Purchaser) owner's policy of title insurance with respect to the Property, together with complete and legible copies of all instruments and documents referred to as exceptions to title (collectively, the "Title ----- Commitment"). Except as set forth in the Diligence Notice, Purchaser ---------- acknowledges that it does not have any other objections to title exceptions shown on the Title Commitment. Seller acknowledges and agrees that Seller shall attempt to remedy the objections set forth in the Diligence Notice with respect to the Property. Seller shall have the right to adjourn the Closing Date pursuant to Section 3.6 for up to ninety (90) days for such purpose. If Seller ----------- shall be unable to remove any such title defects to which Purchaser has objected in accordance with this Section 3.3, Purchaser may elect (i) to terminate this ----------- Agreement, and this Agreement shall be of no further force and effect, except as otherwise expressly provided herein, or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the earlier of the Closing Date or the fifth Business Day after Seller's notice of its inability to cure such defect, and time shall be of the essence with respect to the giving of such notices by Purchaser. Failure of Purchaser to give such notice shall be deemed an election by Purchaser to proceed in accordance with clause (ii) above, and such exception shall be a Permitted Encumbrance. Notwithstanding the foregoing, Seller shall be obligated to take any and all actions necessary to remove as a title exception (and shall not have the aforesaid option to not cure) any mortgages, deeds of trust, judgments and other liens of a monetary nature, as well as any liens or encumbrances created, permitted or suffered by Seller from and after the date of the Diligence Notice.

  • Title Defect (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

  • Title Commitment (a) Purchaser acknowledges receipt of that certain title insurance commitment dated April 9, 2002 issued by the Title Company under Commitment No. 673945-F (the "TITLE COMMITMENT"), together with copies of the title exceptions listed thereon. Purchaser shall have until the expiration of the Evaluation Period (the "ORIGINAL OBJECTION DATE") to send written notice to Seller of its objections to matters shown on the Title Commitment or the Existing Survey that Purchaser deems unacceptable and shall have until the date (the "NEW OBJECTION DATE") that is five (5) Business Days after receipt by Purchaser's counsel of any update to the Title Commitment or any Updated Survey (or as promptly as possible prior to the Closing with respect to updates received less than five (5) Business Days prior to the Closing) to 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 matters were not shown on the Existing Survey. Purchaser's objections made in accordance with the 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 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 Exceptions 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.

  • Title Defects If on the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser.

  • Title Objections Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

  • Survey or Title Objections If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

  • Title Commitment and Survey (a) In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard Texas form of Commitment for Title Insurance, that are unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Title Commitment, notify Seller in writing of such facts and the reasons therefor ("PURCHASER'S OBJECTIONS"). Upon the expiration of said five (5) business day period, except for Purchaser's Objections if same are timely raised, Purchaser shall be deemed to have accepted the form and substance of the Survey, all matters shown thereon, all exceptions to the Title Commitment and other items shown thereon. Notwithstanding anything to the contrary contained herein, except as otherwise set forth in SECTION 4.1.3 of this Agreement, Seller shall have no obligations to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of the Purchaser's Objections. In the event Seller is unable or unwilling to eliminate or modify all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) five (5) days after Seller's written notice to Purchaser of Seller's intent to not cure one or more of such Purchaser's Objections, in which event, the Xxxxxxx Money will be returned to Purchaser and neither party shall have any obligations hereunder other than the Surviving Obligations. Notwithstanding anything contained in this SECTION 4.1.2 to the contrary, in the event Purchaser does not receive all items to be delivered to Purchaser under SECTION 4.1(A) and (B) in the time frame set forth therein, Purchaser's rights shall be to terminate this Agreement as set forth in SECTION 4.1, and such rights shall not be modified or extended by the terms of this SECTION 4.1.2.

  • Preliminary Title Report Seller will, within five (5) Business Days after the Opening of Escrow, cause the Title Company to deliver a preliminary title report for the Property to Buyer and Seller (the "Title Report") along with copies of all plotted easements and underlying documents referenced therein. Buyer shall have until thirty (30 days prior to the end of the Feasibility Period (the "Title Disapproval Deadline") to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer’s failure to deliver to Seller written notice of any Disapproved Exceptions by the end of the Title Disapproval Deadline shall be deemed approval by Buyer of all exceptions to title reported in the Title Report. In the event Buyer timely gives notice of any Disapproved Exception, Seller shall have ten (10) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust or other monetary lien encumbering the Property not caused by or on behalf of Buyer and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the Title Report, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option within five (5) Business Days after receipt (or five (5) Business Days after the date Seller’s response was due if not given) to terminate this Agreement by written notice to Seller and Escrow Holder to that effect, in which case Buyer shall receive a refund of the Deposit and accrued interest thereon, and no party shall have any further rights or obligations under this Agreement except those which, by their terms, survive the termination hereof.

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