Common use of Title Matters Clause in Contracts

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 on the Diligence Notice, Purchaser ---------- acknowledges and agrees that it does not have any other objections to any title exceptions shown on the 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 Matters. (a) The Seller, at its sole expense, shall deliver to the Purchaser has received from the Title ------------- Company a preliminary title commitment for a fee policy having an effective date not later than thirty (30) days after the date of the Original Agreementhereof, for an ALTA (or such other form reasonably approved by Purchaser) owner's policy of title insurance with respect to the Real Property, together with complete and legible copies commitments for issuance of all instruments and documents referred to as exceptions to title ALTA Owner's Policies of Title Insurance (collectively, the "Title ----- Commitments" and individually, a "Title Commitment"). Except as set forth ) dated subsequent to the date of this Agreement but prior to the Closing Date in the amount of One Million Dollars ($1,000,000) and issued by a title company authorized to do business in the Commonwealth of Kentucky. (b) Within ten (10) days after receipt by the Purchaser of a Title Commitment, the Purchaser shall be entitled to give the Seller written notice of any defect disclosed in such Title Commitment that (i) is not included in the standard pre-printed exceptions specifically identified on the Diligence NoticeTitle Commitment, Purchaser ---------- acknowledges and agrees that it (ii) is not an easement, right-of-way or restriction of record, if any, (iii) does not have constitute unpaid taxes, assessments or charges not yet delinquent, (iv) materially and adversely affects the business of the ▇▇▇▇▇▇ Division situated upon such Real Property, or (v) is not reasonably approved by the Purchaser. (c) If the notice referred to in (b) above is timely given by the Purchaser, the Seller shall, within ten (10) days of such notice, notify the Purchaser as to whether the Seller shall cure or remove any other objections defect. If the Seller provides notice to the Purchaser that the Seller elects not to cure or remove any title exceptions shown on such defect, then the Commitment. Seller acknowledges and agrees that Seller the Purchaser shall attempt to remedy renegotiate the objections terms and conditions of the purchase of the affected Real Property. In the event the Seller and the Purchaser are unable to renegotiate such terms and conditions within fifteen (15) days following the Purchaser's receipt of the Seller's notice that the Seller shall not cure or remove such defect, either the Purchaser or the Seller may terminate this Agreement as to the affected ▇▇▇▇▇▇ Division and the Real Property, Assets and Assumed Liabilities related thereto. (d) The Seller shall cause the title company to update the Title Commitments as of the business day prior to the Closing Date. In the event that the updated Title Commitment as to any Real Property discloses any defect not included in the original Title Commitment, the procedure set forth in the Diligence Notice with respect to the Property; Seller (b) and (c) above 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 Noticeapply.

Title Matters. (a) The Seller shall provide to the Purchaser has received from the ALTA Owner’s Policies of 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 Insurance with respect to the PropertyBanking Offices in an amount equal to the purchase price to the Bank of each property (each, together with complete “Title Policies”). Such Title Policies shall show title vested in the Bank free and legible copies clear of all instruments and documents referred to as exceptions to title (collectivelyencumbrances, the "Title ----- Commitment"). Except except as set forth on in Section 3.11(c) below. (b) Twenty (20) days after receipt by the Diligence NoticePurchaser of the Title Policies, the Purchaser ---------- acknowledges shall give the Seller written notice of any defect disclosed in such Title Policies that: (i) materially and agrees that it does adversely affects the business of the Banking Office situated upon such Real Property, and (ii) is not have any other objections approved by the Purchaser. (c) If the notice referred to any title exceptions shown on in (b) above is timely given by the Commitment. Purchaser, the Seller acknowledges and agrees that shall, within ten (10) days of such notice, notify the Purchaser as to whether the Seller shall attempt to remedy cure or remove any defect. If the objections set forth in the Diligence Notice with respect Seller provides notice to the Property; Purchaser that the Seller shall have the right elects not 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 cure or remove any such title defects defect, then (i) the Seller and the Purchaser shall attempt in good faith to which renegotiate the Purchase Price, and (ii) in the event the Seller and the Purchaser has objected in accordance with this Section 3.3are unable to renegotiate the purchase price within fifteen (15) days following the Purchaser’s receipt of the Seller’s notice that the Seller shall not cure or remove such defect, the Purchaser may elect within five (i5) days thereafter, 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 providing written notice to Seller given on or prior of such termination to the earlier of Seller within such five (5) day period or proceed with the Closing Date or the fifth Business Day after Seller's notice of its inability to cure without 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 Noticedefects being cured.

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 on in the Diligence Notice, Purchaser ---------- acknowledges and agrees that it does not have any other objections to any 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 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 on in the Diligence Notice, Purchaser ---------- acknowledges and agrees that it does not have any other objections to any 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, 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 Matters. (a) The Seller, at its sole expense, shall deliver to the Purchaser has received from the Title ------------- Company a preliminary title commitment for a fee policy having an effective date not later than thirty (30) days after the date of the Original Agreementhereof, for an ALTA (or such other form reasonably approved by Purchaser) owner's policy of title insurance with respect to each of the Propertyparcels of Real Property owned by Seller, together with complete and legible copies commitments for issuance of all instruments and documents referred to as exceptions to title ALTA Owner’s Policies of Title Insurance (collectively, the "“Title ----- Commitments” and individually, a “Title Commitment"). Except as set forth on ”) dated subsequent to the Diligence Noticedate of this Agreement but prior to the Closing Date issued by a title company authorized to do business in Tennessee and in the following amounts: $8,086,010.50, $222,281.68, $432,440.90, and $1,536,546.47. (b) Within ten (10) days after receipt by the Purchaser ---------- acknowledges and agrees of Title Commitments, the Purchaser shall be entitled to give the Seller written notice of any defect disclosed in such Title Commitment that it (i) is not an easement, right-of-way or restriction of record, if any, that does not have materially interfere with the business or operation of the Branches, (ii) does not constitute unpaid taxes, assessments or charges not yet delinquent, or (iii) is not reasonably approved by the Purchaser. (c) If the notice referred to in (b) above is timely given by the Purchaser, the Seller shall, within ten (10) days of such notice, notify the Purchaser as to whether the Seller shall cure or remove any other objections defect. If the Seller provides notice to the Purchaser that the Seller elects not to cure or remove any title exceptions shown on such defect, then the Commitment. Seller acknowledges and agrees that Seller the Purchaser shall attempt to remedy renegotiate the objections terms and conditions of the purchase of the affected Real Property. In the event the Seller and the Purchaser are unable to renegotiate such terms and conditions on terms acceptable to Purchaser within fifteen (15) days following the Purchaser’s receipt of the Seller’s notice that the Seller shall not cure or remove such defect, the Purchaser may terminate this Agreement. (d) The Seller shall cause the title company to update the Title Commitments as of the business day prior to the Closing Date. In the event that the updated Title Commitment as to any Real Property discloses any defect not included in the original Title Commitment, the procedure set forth in the Diligence Notice with respect to the Property; Seller (b) and (c) above 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 Noticeapply.

Title Matters. (a) The Seller, at its sole expense, shall deliver to the Purchaser has received from the Title ------------- Company a preliminary title commitment for a fee policy having an effective date not later than thirty (30) days after the date of the Original Agreementhereof, for an ALTA (or such other form reasonably approved by Purchaser) owner's policy of title insurance with respect to each of the Propertyparcels of Real Property owned by Seller, together with complete and legible copies commitments for issuance of all instruments and documents referred to as exceptions to title ALTA Owner's Policies of Title Insurance (collectively, the "Title ----- Commitments" and individually, a "Title Commitment"). Except as set forth on ) dated subsequent to the Diligence Noticedate of this Agreement but prior to the Closing Date issued by a title company authorized to do business in Tennessee and in the following amounts: $8,086,010.50, $222,281.68, $432,440.90, and $1,536,546.47. (b) Within ten (10) days after receipt by the Purchaser ---------- acknowledges and agrees of Title Commitments, the Purchaser shall be entitled to give the Seller written notice of any defect disclosed in such Title Commitment that it (i) is not an easement, right-of-way or restriction of record, if any, that does not have materially interfere with the business or operation of the Branches, (ii) does not constitute unpaid taxes, assessments or charges not yet delinquent, or (iii) is not reasonably approved by the Purchaser. (c) If the notice referred to in (b) above is timely given by the Purchaser, the Seller shall, within ten (10) days of such notice, notify the Purchaser as to whether the Seller shall cure or remove any other objections defect. If the Seller provides notice to the Purchaser that the Seller elects not to cure or remove any title exceptions shown on such defect, then the Commitment. Seller acknowledges and agrees that Seller the Purchaser shall attempt to remedy renegotiate the objections terms and conditions of the purchase of the affected Real Property. In the event the Seller and the Purchaser are unable to renegotiate such terms and conditions on terms acceptable to Purchaser within fifteen (15) days following the Purchaser's receipt of the Seller's notice that the Seller shall not cure or remove such defect, the Purchaser may terminate this Agreement. (d) The Seller shall cause the title company to update the Title Commitments as of the business day prior to the Closing Date. In the event that the updated Title Commitment as to any Real Property discloses any defect not included in the original Title Commitment, the procedure set forth in the Diligence Notice with respect to the Property; Seller (b) and (c) above 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 Noticeapply.