Title Objections Clause Samples
The Title Objections clause outlines the process by which a party, typically the buyer in a real estate transaction, can formally raise concerns or objections regarding the state of the property's title. This clause specifies the timeframe within which objections must be made after reviewing the title report, and may detail the types of defects or encumbrances that can be objected to, such as liens, easements, or unresolved claims. Its core practical function is to ensure that any issues affecting ownership or the ability to transfer clear title are identified and addressed before closing, thereby protecting the buyer from inheriting title problems.
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Title Objections. At any time during the Due Diligence Period, Buyer may notify Seller in writing (the “Title Objection Notice”) of any objections Buyer may have to Seller’s title to the Hotel disclosed by any title report obtained by Buyer from the Title Company or any matters disclosed by any survey of the Land and Improvements obtained by Buyer (collectively, the “Title Objections”), which notice shall also include a copy of such title report and survey. Subject to the provisions of Section 6.2 below, any item contained in the title report or in the survey to which Buyer does not object during the Due Diligence Period shall be deemed acceptable to Buyer (collectively, the “Agreed Exceptions”). If Buyer shall timely provide the Title Objection Notice to Seller, then Seller may elect to cure such objections, including without limitation, by endorsement or other title insurance action, by providing written notice thereof to Buyer (the “Title Objection Response”) within seven (7) days of Seller’s receipt of the Title Objection Notice. If Seller is unable to or elects not to satisfy Buyer’s objections, then Buyer may terminate this Agreement as provided in Section 5.1 above, by providing written notice of such termination within five (5) days of Buyer’s receipt of the Title Objection Response. If Seller has made an offer to Buyer to cure any Title Objection made by Buyer, which has been accepted by Buyer, Seller shall use its reasonable efforts to so cure said Title Objection on or prior to Closing, but shall not be in default hereunder for Seller’s failure to do so. In the event that Seller is unable to so cure said Title Objection on or prior to the Closing, then Buyer may terminate this Agreement by delivering written notice of such termination to Seller and Escrow Agent, in which event Escrow Agent shall disburse the entire ▇▇▇▇▇▇▇ Money to Buyer, and, upon such disbursement, this Agreement shall automatically terminate, and shall be deemed null and void and of no further force or effect, and neither party shall have any rights or obligations against or to the other except those which expressly survive such termination.
Title Objections. If objection to title is made, based upon written notice that title is not in marketable condition required for performance hereunder, Seller shall have 30 calendar days from date notified in writing of particular defects claimed, to either: (a.) remedy title; or (b.) obtain title insurance satisfactory to Buyer. ▇▇▇▇▇ agrees to complete sale within 10 calendar days of written notification or by date specified if later. If Seller is unable or unwilling to remedy title within time specified, Buyer will waive requirement in writing within 10 calendar days of written notification thereof, or Agreement may become null and void at Buyer’s option.
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."
Title Objections. 5.1 If the Commitment or Survey discloses exceptions which are not acceptable to SCOLP, in its sole discretion, SCOLP shall notify Owner and Contributor in writing of its objections to such exceptions (the "Title Defects") within ten (10) days after the date of this Agreement. If SCOLP objects to any exception disclosed on the Commitment or Survey within such ten (10) day period, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1. If Owner and Contributor fail to have the Title Defects deleted from the Commitment or Survey, as the case may be, or discharged within ten (10) days after receipt of notice from SCOLP (or such longer time period designated by SCOLP), SCOLP may: (a) terminate this Agreement by delivery of written notice to Owner and Contributor, whereupon neither Owner, Contributor nor SCOLP shall have any further duties or obligations under this Agreement; (b) elect to take title as it then is with such Title Defects becoming Permitted Exceptions under this Agreement; or (c) extend for up to ninety (90) days the period for Owner and Contributor to cure such Title Defects, and if such Title Defects are not deleted during the extended period, SCOLP may then exercise its rights under subparagraphs (a) or (b) above. If Owner or Contributor cause such Title Defects to be deleted from the Commitment, the Closing shall be held within seven (7) days after delivery of the revised Commitment and Survey or on the Contribution Date specified in Section 18 hereof, whichever is later.
Title Objections. 5.1 If a Commitment or Survey discloses exceptions which are not acceptable to SCOLP, and if any such exception constitutes a Material Title/Survey Defect, then the terms and condition of Section 5.3 of the Omnibus Agreement shall apply.
Title Objections. If any of the following shall occur (collectively a "Title Objection"):
(i) The Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the Property covered by the Title Commitment;
(ii) Any title exception is disclosed in Schedule B to the Title Commitment that is not one of the Permitted Encumbrances or one that Seller specifies when delivering the Title Commitment to Buyer as one that Seller will cause to be deleted from the Title Commitment concurrently with the Closing, including: (i) any exceptions that pertain to encumbrances securing any loans that will not be assumed by Buyer; and (ii) any exceptions that Buyer reasonably believes could materially or adversely affect Buyer's use and enjoyment of the Property; or
(iii) Any Survey discloses any matter that Buyer reasonably believes could materially or adversely affect Buyer's use and enjoyment of the Property; then Buyer shall notify Seller in writing (the "Buyer's Notice") of such matters within ten (10) business days after receiving all of the Title Commitment, Survey and copies of Recorded Documents for the Property.
Title Objections. Buyer has 14 days after delivery of the last of the Title Commitment, legible copies of the instruments referenced in the Title Commitment, and the Survey if a new Survey is required by Buyer or Title Company (“Title Objection Deadline”) to review the Survey, Title Commitment, and legible copies of the title instruments referenced in them and notify Seller of Buyer’s objections to any of them (“Title Objections”). Buyer will be deemed to have approved all matters reflected by the Survey or Title Commitment to which ▇▇▇▇▇ has made no Title Objection by the Title Objection Deadline. The matters that Buyer either approves or is deemed to have approved are “Permitted Exceptions.” If ▇▇▇▇▇ notifies Seller of any Title Objections, Seller has 7 days from receipt of ▇▇▇▇▇’s notice to notify Buyer whether Seller agrees to cure the Title Objections before Closing (“Cure Notice”). If Seller does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before Closing, Buyer may, within 7 days after the deadline for the giving of Seller’s Cure Notice, notify Seller that either this Contract is terminated or Buyer will proceed to close, subject to Seller’s obligations, at or before Closing, to remove all liquidated liens; remove all exceptions that arise by, through, or under Seller after the Effective Date; and cure any other Title Objections that Seller has agreed to cure in the Cure Notice.
Title Objections. Purchaser shall have ten (10) days after receipt of the abstract to make its objections to matters disclosed in the abstract of title in writing to Seller. Any exception disclosed in the abstracts of title and not timely objected to by Purchaser within the 10 day period shall be deemed a "Permitted Exception" hereunder. Seller shall have until sixty (60) days after it receives such objections to have the same removed or satisfied, using its best efforts. If Seller shall fail to have such objections removed within that time, then without limiting any other remedies Purchaser may have at law or in equity, Purchaser may, at its sole discretion, either
(a) terminate this Agreement without any liability on its part, (b) waive such objections in writing and proceed to closing with the understanding that such uncured objection shall be deemed Permitted Exceptions at closing, or (c) attempt to cure such uncured objections, in which event Purchaser shall have an additional thirty (30) days to attempt to cure such objections, and receive Seller’s credit against purchase price for cost incurred, and if Purchaser is not successful in curing such objections, Purchaser shall then have the right to either terminate this Agreement pursuant to clause (a) above or waive such objections pursuant to clause
(b) above. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to cure (i) mortgage or deed of trust financing or similar liens given for security or collateral purposes (ii) state, federal or local tax liens or liens for the nonpayment of special assessments, and (iii) any other judgment liens or non- consensual liens (collectively, "Liens"), it being the understanding and agreement that any such Liens will be satisfied out of Seller's proceeds at closing, if not sooner paid.
Title Objections. (a) If (i) an amendment, update or continuation of a Commitment shows a Material Title Exception that is raised by the Title Company for the first time after the Effective Date, or (ii) a Material Title Exception on a survey appears for the first time following approval of the Updated Survey, in each case, to which Purchaser does not consent (each, a “Title Exception”), Purchaser will provide Seller with written notice of the Title Exception(s) raised by such matter (the “Title Objection Notice”) within five (5) days after receipt of same. Purchaser’s failure to make such objections within such period will constitute a waiver by Purchaser of any such Title Exceptions. For purposes hereof, the term “Material Title Exception” shall, with respect to Real Property, refer to any title matters that in the mutually agreeable opinion of both parties diminishes the value of the Real Property individually, or when aggregated with any other title matters for all Real Property collectively, by more than One Million Dollars ($1,000,000.00).
Title Objections. Within thirty (30) days following receipt of the preliminary title reports referred to in Section 4.3, Buyer shall (a) review the form of Title Commitment and any related correspondence or information provided by Seller to the Title Company for each of the Purchased Premises and (b) give written notice to Seller of any Material Title Objections which Buyer or their lender may have to title. Material Title Objections shall not include the encumbrances set forth on Schedule 4.4 (“Permitted Encumbrances”). Seller is not obligated to cure title defects, remove encumbrances or convey an estate greater than it owned on the Execution Date. Should a title examination disclose unpaid or possible unpaid franchise taxes due the State by Seller, such taxes shall not be considered a Material Title Objection, provided Seller furnishes Buyer or the Title Company a letter agreeing to satisfy any delinquency for such taxes. Within fifteen (15) days after receipt of Buyer’s notice of Material Title Objections, Seller shall commence to use its commercially reasonable efforts to cure the Material Title Objections to the reasonable satisfaction of the Title Company or reach an agreement with Buyer as to the resolution of the Material Title Objections. If Seller is unable to cure a Material Title Objection and the Parties are unable or unwilling to reach agreement with respect to such Material Title Objection within five (5) days, Buyer may, at Buyer’s option, either (a) waive such uncured Material Title Objection and proceed with the transactions contemplated by this Agreement; or (b) if Buyer does not so waive such uncured Material Title Objection, then drop the applicable Purchased Premises from this Agreement pursuant to Section 2.3 (Dropped Premises) and consummate the purchase of the remaining Purchased Premises. Notwithstanding the preceding sentence or any other provision of this Agreement to the