Common use of Title Objections Clause in Contracts

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. The Purchaser shall have ten (10) days promptly after receipt the date hereof order a title commitment for and survey of each of the abstract to make its objections to matters disclosed in the abstract of title in writing to SellerFacilities. 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, The Seller shall be obligated to cure pay the costs of title examinations, title insurance and surveys, and, notwithstanding anything to the contrary in this Agreement, such obligation shall survive any termination of this Agreement. Within fifteen (15) business days after the Purchaser has received all of the title commitments and surveys, the Purchaser shall notify Magellan in writing of any matters listed in the title commitments or depicted (or not depicted) on the surveys (including, without limitation, flood plains) of which the Purchaser disapproves except for the Permitted Exceptions (the "OBJECTIONS"), provided, however, that in no event shall the Purchaser have the right to disapprove or object to any flood plain matter with respect to any Facility unless (i) mortgage an ordinance, law, rule or deed of trust financing regulation applicable to said Facility provides that such Facility may not be rebuilt following a casualty because such Facility is located in a flood plain, or similar liens given for security or collateral purposes (ii) statethe Purchaser reasonably determines that the uninsured cost to rebuild would be unduly burdensome or the flood risk cannot be insured at reasonable rates. If the Purchaser so notifies Magellan of any Objections, federal then, within a reasonable period of time after such notice, the Seller shall take all action necessary to eliminate or local tax liens cure such Objections or liens for to make arrangements, satisfactory to the nonpayment of special assessmentsPurchaser, to have such Objections eliminated or cured prior to the Closing. If the Seller is unable or unwilling to eliminate or cure all such Objections, or to make satisfactory arrangements to have same eliminated or cured prior to the Closing to the Purchaser's satisfaction, and (iii) any other judgment liens the Purchaser does not waive the Seller's failure to eliminate or non- consensual liens (collectivelycure such Objections as provided in Section 8.1, "Liens")then the Purchaser shall have the right, it being at its sole option, to terminate this Agreement by giving written notice of such election to Magellan. Upon the understanding and agreement that giving of any such Liens will termination notice, this Agreement shall terminate, and all rights, obligations and liabilities of the parties hereunder shall be satisfied out released and discharged. If the Purchaser fails to object to any matter within such fifteen (15) business day period or thereafter waives it Objections, such matters shall be deemed approved and shall constitute Permitted Exceptions hereunder. Without limiting the generality of Sellerthe foregoing, the Seller shall have the absolute obligation, whether or not the Purchaser objects, to cure or remove of record or, with the Purchaser's proceeds consent, obtain affirmative coverage over the following matters at closingor before the Closing: (a) all mortgages or deeds of trust affecting the Facilities, if not sooner paidexcept those securing the Industrial Revenue Bonds that the Purchaser assumes at Closing; (b) all past due ad valorem taxes and assessments of any kind constituting a lien against the Facilities; (c) all mechanic's, materialmen's and similar liens; and (d) all judgments constituting a lien against the Facilities. Notwithstanding the foregoing to the contrary, the Purchaser shall use its commercially reasonable bests efforts to deliver Objections to the Seller on a Facility by Facility basis within fifteen (15) business days following the Purchaser's receipt of a title commitment and survey for each Facility.

Title Objections. On or after the Effective Date, Purchaser shall request the Title Company to issue its title insurance commitment for the Real Property (the “Title Commitment”) and shall engage a licensed surveyor to prepare an ATLA/ACSM survey of the Property (the “Survey”). No later than twenty (20) days after the Effective Date, Purchaser shall have ten the right to notify Seller in writing of its objection to any matters disclosed by the Title Commitment or the Survey (10) days after collectively, the “Title Objections”). Upon receipt of any such timely written notice of Title Objections from Purchaser, Seller may, but shall not be obligated to, cure the abstract to make its objections to matters disclosed in Title Objections on or before 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" hereunderClosing Date. Seller shall have until sixty notify Purchaser within five (605) days after it receives such objections of receiving the Title Objections as to have its decision to either cure or not to cure the same Title Objections. Notwithstanding the foregoing, in the event that the Title Objection is a monetary lien, charge or encumbrance intentionally placed against the Property by Seller which is able to be removed by the payment of a certain sum or satisfieda judgment or mechanics’ lien caused by the acts of Seller, using its best efforts. If then Seller shall fail be required to have such objections removed within that time, then without limiting any other remedies Purchaser may have at law cure the Title Objection by paying the certain sum or in equity, Purchaser may, at its sole discretion, eitherthe sum required to remove the judgment or mechanics’ lien on or prior to the Closing Date. (a) terminate this Agreement without If Seller elects by notice at 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 time not to cure such uncured objections, any Title Objection (except as provided 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 last sentence of subparagraph (a) above or waive such objections pursuant above, as to clause (b) above. Notwithstanding anything contained herein to the contrary, which Seller shall be obligated to cure cure), then Purchaser’s sole right and remedy shall be, on the terms and conditions set forth below, either: (ix) mortgage or deed of trust financing or similar liens given for security or collateral purposes (ii) stateto elect not to purchase the Property, federal or local tax liens or liens for the nonpayment of special assessmentsin which event this Agreement shall be terminated, and the Deposit shall be returned to Purchaser; or (iiiy) any other judgment liens to complete the transactions contemplated hereby in accordance with this Agreement subject to such Title Objection without reduction in or non- consensual liens abatement of the Purchase Price. (collectively, "Liens"), it being b) Purchaser shall exercise its option pursuant to clause (x) of Section 2.1(a) above by written notice given to and received by Seller within five (5) days after the understanding and agreement that any such Liens will be satisfied out receipt by Purchaser of Seller's proceeds at closing’s notice that Seller will not cure the Title Objections. If Purchaser shall fail to send a written notice to Seller exercising Purchaser’s option set forth under clause (x) of Section 2.1(a) within the applicable period, if not sooner paidthen Purchaser shall conclusively be deemed to have exercised the option set forth in clause (y) of Section 2.1(a) above.

Title Objections. Purchaser Buyer shall have ten (10) 30 days after receipt from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the abstract to make its objections to matters disclosed in the abstract of Property as revealed by a current title in writing to Seller. Any exception disclosed in the abstracts of title examination and not timely objected to by Purchaser within the 10 day period shall be deemed a "Permitted Exception" hereundersurvey. Seller shall have until sixty (60) 14 days after it receives from the receipt of such objections (the "Title Cure Period") to have the same removed or satisfied, using its best effortscure all valid title objections. If Seller shall fail satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to have Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections removed within that time, then and elect to close the transaction contemplated hereby irrespective of such title objections and 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 reduction of the understanding that such uncured objection shall be deemed Permitted Exceptions at closing, Purchase Price; or (c3) attempt extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such uncured valid title objections, . Failure to act in which event Purchaser a timely manner under this paragraph 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 constitute a waiver of Buyer's rights hereunder. Buyer shall then have the right to either terminate this Agreement pursuant re-examine title prior to clause (a) above or waive such Closing and notify Seller at Closing of any title objections pursuant to clause (b) above. Notwithstanding anything contained herein to which appear of record after the contrary, Seller shall be obligated to cure (i) mortgage or deed date 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, Buyer's initial title examination 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 paidbefore Closing.

Title Objections. Purchaser shall have ten If, within fifteen (1015) days after receipt from the date that the commitment of title insurance is furnished to Buyer, objection to the abstract to make its objections to matters disclosed title is made by Buyer that the title is not 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" condition required hereunder. , Seller shall have until sixty fifteen (6015) days after from the date it receives is notified in writing of the particular defects claimed to cure such objections defects to Buyer's satisfaction, and if Seller is unable or unwilling to cure such defects within the aforesaid fifteen (15) day period, Buyer shall 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 mayright, at its sole discretionoption, either to (ai) waive the defects and proceed with the closing of this transaction, (ii) terminate this Agreement without and receive an immediate refund of the Deposit in which event neither party hereto shall have any further 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 closingor obligation hereunder, or (ciii) attempt remove any existing encumbrances upon the Property (excluding any existing indebtedness secured by the Mortgage, but including any construction liens for work performed at the Real Estate prior to cure the Closing Date and any other encumbrances the cost of which to discharge does not exceed Fifty Thousand Dollars [$50,000.00]) which Seller is required to remove under this Agreement by payment out of the cash payment portion of the Purchase Price, at the time of consummation of the sale, of such uncured objectionssums as are required to discharge such encumbrances or, in which event Purchaser shall have an additional if Buyer elects, such encumbrances can be assumed with abatement of the Purchase Price. If Seller cures such defects to the satisfaction of Buyer within the time specified above, Buyer agrees to complete the transaction contemplated hereunder on the later of the Closing Date and the date thirty (30) days after Seller notifies Buyer in writing that it has cured such defects, subject, however, to attempt to cure such objections, any and receive Seller’s credit against purchase price for cost incurred, and if Purchaser is not successful all other conditions of closing set forth 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 paidAgreement.

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 from the last to attempt be received of the Title Commitment and the Survey to cure notify Seller as to any items that are unsatisfactory to Purchaser. Unless Purchaser or its attorney so notifies Seller within such objections, and receive Seller’s credit against purchase price for cost incurred, and if Purchaser is not successful in curing such objections30-day period, Purchaser shall then be deemed to have approved the condition of title to the Property as reflected by the Title Commitment and Survey. If within such period Purchaser notifies Seller that any of the items are unacceptable (“Objections”), Seller shall within five (5) business days after receipt of such notice notify Purchaser whether Seller shall elect to cure any or all of such Objections (provided, however, that Seller must satisfy and remove of record or cure, as the case may be, and shall not have any right to elect not to cure, any matter which it is required to cure pursuant to Section 4.04 below). If Seller elects to cure any such Objections, then Seller shall promptly cure the Objections which it has elected to cure to Purchaser’s and the Title Company’s satisfaction. If Seller elects not to cure any such Objections, or is unable to cure any such Objections, then Purchaser at its sole and absolute option may either (i) accept title to the Property subject to such Objections or (ii) terminate this Agreement pursuant by written notice to clause (a) above Seller, whereupon the Deposit shall be promptly returned to Purchaser and the parties shall have no further rights or waive liabilities under this Agreement other than those which expressly survive the termination of this Agreement. Purchaser shall make such election by written notice to Seller or on before the Closing Date or within five business days after Seller has advised Purchaser in writing that has elected not to cure any such Objections or is unable to cure any such Objections, whichever occurs first, and in the event Purchaser does not make such election, Purchaser shall be conclusively deemed to have waived such Objections. Those restrictions, liens, encumbrances, easements, servitudes, rights of way and other matters as are not objected to or are waived by Purchaser in the manner provided in this Section shall be deemed “Permitted Exceptions”. Nothing herein shall be deemed to prohibit Purchaser from objecting to title or survey matters revealed subsequent to approval of the title reflected by the Title Commitment and the Survey, and any 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 paidtreated as “Objections” in accordance with this Section.

Title Objections. Purchaser Buyer shall have ten (10examine the commitment provided pursuant to Section 2.01(b)(i) and the survey provided pursuant to Section 2.01(b)(ii) hereof, and shall be allowed 10 days after receipt of the abstract last thereof to make its notify Seller in writing of any objections to title or survey matters disclosed in affecting the abstract of property. Buyer shall not object to any Permitted Exceptions. If any objections to 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. are made, Seller shall have until sixty (60) days after it receives the right, but not the obligation, to cure such objections within 20 business days (or within such longer period of time as is reasonable in light of the nature of such objections) following receipt of written notice thereof from Buyer. Unless Buyer waives its objections, the obligations of the parties to consummate the Acquisition pursuant to Section 6.01, if necessary, shall be extended through the end of such 20-day period or until such earlier date as the objections have the same removed or satisfied, using its best effortsbeen cured. If Seller shall fail to have does not cure such objections removed within that timesuch period, then without limiting any other remedies Purchaser may Buyer shall have at law or in equity, Purchaser may, at its sole discretion, either the right and option to either (a) terminate this Agreement without any liability on its partAgreement, (b) waive such its objections in writing and proceed to closing with the understanding that such uncured objection shall be deemed Permitted Exceptions at closing, or (c) attempt withhold from the amount set forth in Section 1.05(a)(ii) an amount sufficient to cure such uncured objectionsdischarge at the Closing any mortgage, judgment or other monetary lien objected to by Buyer or (d) allow Seller additional time in which event Purchaser shall have an additional thirty (30) days to attempt to cure such objections, in which case the obligations of the parties to consummate the Acquisition pursuant to Section 6.01 shall be appropriately further extended. Seller shall cooperate with Buyer both before and receive Seller’s credit against purchase price for cost incurredafter the Closing in connection with the efforts of Buyer, and if Purchaser is any, to cure any objections to title raised by Buyer in writing prior to the Closing which are not successful in curing cured before the Closing Date, if Buyer elects to close notwithstanding 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. The Purchaser shall have ten (10) days promptly after receipt the date hereof order a title commitment for and survey of each of the abstract to make its objections to matters disclosed in the abstract of title in writing to SellerFacilities. 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, The Seller shall be obligated to cure pay the costs of title examinations, title insurance and surveys, and, notwithstanding anything to the contrary in this Agreement, such obligation shall survive any termination of this Agreement. Within fifteen (15) business days after the Purchaser has received all of the title commitments and surveys, the Purchaser shall notify Magellan in writing of any matters listed in the title commitments or depicted (or not depicted) on the surveys (including, without limitation, flood plains) of which the Purchaser disapproves except for the Permitted Exceptions (the "Objections"), provided, however, that in no event shall the Purchaser have the right to disapprove or object to any flood plain matter with respect to any Facility unless (i) mortgage an ordinance, law, rule or deed of trust financing regulation applicable to said Facility provides that such Facility may not be rebuilt following a casualty because such Facility is located in a flood plain, or similar liens given for security or collateral purposes (ii) statethe Purchaser reasonably determines that the uninsured cost to rebuild would be unduly burdensome or the flood risk cannot be insured at reasonable rates. If the Purchaser so notifies Magellan of any Objections, federal then, within a reasonable period of time after such notice, the Seller shall take all action necessary to eliminate or local tax liens cure such Objections or liens for to make arrangements, satisfactory to the nonpayment of special assessmentsPurchaser, to have such Objections eliminated or cured prior to the Closing. If the Seller is unable or unwilling to eliminate or cure all such Objections, or to make satisfactory arrangements to have same eliminated or cured prior to the Closing to the Purchaser's satisfaction, and (iii) any other judgment liens the Purchaser does not waive the Seller's failure to eliminate or non- consensual liens (collectivelycure such Objections as provided in Section 8.1, "Liens")then the Purchaser shall have the right, it being at its sole option, to terminate this Agreement by giving written notice of such election to Magellan. Upon the understanding and agreement that giving of any such Liens will termination notice, this Agreement shall terminate, and all rights, obligations and liabilities of the parties hereunder shall be satisfied out released and discharged. If the Purchaser fails to object to any matter within such fifteen (15) business day period or thereafter waives it Objections, such matters shall be deemed approved and shall constitute Permitted Exceptions hereunder. Without limiting the generality of Sellerthe foregoing, the Seller shall have the absolute obligation, whether or not the Purchaser objects, to cure or remove of record or, with the Purchaser's proceeds consent, obtain affirmative coverage over the following matters at closingor before the Closing: (a) all mortgages or deeds of trust affecting the Facilities, if not sooner paidexcept those securing the Industrial Revenue Bonds that the Purchaser assumes at Closing; (b) all past due ad valorem taxes and assessments of any kind constituting a lien against the Facilities; (c) all mechanic's, materialmen's and similar liens; and (d) all judgments constituting a lien against the Facilities. Notwithstanding the foregoing to the contrary, the Purchaser shall use its commercially reasonable bests efforts to deliver Objections to the Seller on a Facility by Facility basis within fifteen (15) business days following the Purchaser's receipt of a title commitment and survey for each Facility.