Title Objection Procedure Clause Samples
The Title Objection Procedure clause outlines the process by which a party can formally raise concerns or objections regarding the state of title to a property in a transaction. Typically, this clause specifies the timeframe within which objections must be made after receiving a title report, the manner in which objections should be communicated, and the obligations of the seller to address or cure valid objections. Its core practical function is to ensure that any title defects or issues are identified and resolved before closing, thereby protecting the buyer from inheriting unresolved title problems.
Title Objection Procedure. Buyer shall have until October 4, 2011 (the “Title Objection Period”) to deliver to Seller written notice of any objection to matters reflected in or disclosed by any Title Commitment or any other matter affecting title to the Combined Real Property (or a survey matter) revealed by any survey, inspection or investigation of the Combined Real Property that is conducted by or on behalf of Buyer prior to the expiration of the Title Objection Period, or, to the extent an access matter is first disclosed to Buyer after the date hereof in an update to Seller's Disclosure Letter provided by Seller in accordance with this Agreement, access to the Combined Real Property, in each case that is not a Permitted Exception pursuant to Sections 1.4(a) through (d) or (g) through (q), which in Buyer's reasonable judgment, would either constitute a title defect or would, individually, adversely affect the use, value, operation or commercial growing or harvesting of timber or seedlings on (each as applicable to the Intended Use) any parcel or portion of the Combined Real Property for its Intended Use (each, a “Title Objection” and collectively, the “Title Objections”). Notwithstanding the foregoing, (i) Buyer shall have no right to object to any Permitted Exception pursuant to this Section 1.6(b) and, for the purposes of this Agreement, such items will not be considered Title Objections and (ii) if any Title Objection does not adversely affect the fair market value of the applicable portion of the Combined Real Property (assuming use for its Intended Use) by more than $25,000 (as compared to the fair market value such parcel would have were such Title Objection to be removed or otherwise cured to the reasonable satisfaction of Buyer) (each, a “Small Title Objection” and collectively, the “Small Title Objections”), Buyer shall have no right to object to such Small Title Objection with respect to such parcel of the Combined Real Property pursuant to this Section 1.6(b) and, for purposes of this Agreement, such items will not be considered Title Objections and will be considered Permitted Exceptions. Upon the receipt of Title Objections from Buyer, Seller may elect (but shall not be obligated) to cure or cause to be cured any such Title Objection, and Seller shall notify Buyer in writing within seven (7) days after receipt of the Title Objections whether Seller elects to cure the same. Failure of Seller to respond in writing within such time period shall be deemed an election by...
Title Objection Procedure. (a) On or before May 20, 2005, Buyer shall conclude its title review and give notice to Seller of asserted title defects ("Title Defects") which would cause title to any interest not to be Defensible Title. To be effective, Buyer's written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect and (ii) supporting documents reasonably necessary for Seller (or a title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect, and (iii) the value of each such Title Defect must exceed $10,000.00 ("Title Deductible"). If a Title Defect does not reduce the Allocated Value of a property by more than the Title Deductible, it shall not be considered to be a Title Defect.
(b) If a Property is affected by a Title Defect at Closing, the Purchase Price will be reduced by an amount mutually agreed to by Seller and Buyer, unless, (i) Seller cures the Title Defect prior to Closing, (ii) Buyer agrees to waive the relevant Title Defect, (iii) Seller elects on or before Closing to cure such Title Defect no later than 90 days after Closing; or (iv) Seller, with Buyer's consent, such consent not to be unreasonably withheld, elects on or before Closing to indemnify Buyer against any loss attributable to the relevant Title Defect. If Seller elects to cure the relevant Title Defect post-Closing, Seller shall assign the affected Asset to Buyer at Closing and the Purchase Price will not be reduced at Closing for such Title Defect. If Seller cures the relevant Title Defect to Buyer's reasonable satisfaction, there shall be no adjustment to the Purchase Price; if Seller does not cure the relevant Title Defect to Buyer's reasonable satisfaction, the Purchase Price shall be adjusted by an amount equal to the Title Defect Value attributable to the applicable Title Defect, such adjustment to be made within 15 days of the determination that the alleged Title Defect will not be cured to Buyer's reasonable satisfaction.