Common use of Title Objections Clause in Contracts

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 the Commitment or Survey discloses exceptions which are not acceptable to SCOLP, in its sole discretion, SCOLP shall notify Owner and Contributor Associates in writing of its objections to such exceptions (the "Title Defects") within ten (10) days after receipt of the date of this AgreementCommitment, the Exception Documents and the Survey. 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 Associates 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 ContributorAssociates, whereupon neither Owner, Contributor nor Associates, the Limited Partners and SCOLP shall not have any further duties or obligations under this Agreement except for any provision which shall expressly survive the termination of 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 Associates to cure such Title DefectsDefects (thereby extending the Closing), and if such Title Defects are not deleted during the extended period, SCOLP may then exercise its rights under subparagraphs (a) or (b) above. Notwithstanding the foregoing, neither Owner nor Associates shall be required to take any action to cure or remove any Title Defect, provided that SCOLP may pay and deduct from the Total Agreed Value, any liens or Title Defects which are of a reasonably ascertainable amount. If Owner or Contributor cause Associates causes such Title Defects to be deleted from the CommitmentCommitment or Survey, as the case may be, 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 16 hereof, whichever is later.

Title Objections. 5.1 If the Commitment or Survey discloses exceptions which are not acceptable to SCOLPPurchaser, in its sole discretion, SCOLP Purchaser shall notify Owner and Contributor Seller in writing of its objections to such exceptions (the "Title Defects") within ten fifteen (1015) days after Purchaser has received the date Commitment, legible copies of this Agreementall instruments described in Schedule B of the Commitment and the updated Survey described in Section 4.2 above (the “Title Review Period”). In the event Purchaser fails to deliver notice to Seller of the Title Defects prior to the end of the Title Review Period, then Purchaser shall be deemed to have accepted all items set forth in each Commitment and Survey and all such items shall be deemed included among the Permitted Exceptions. Seller agrees to cause to be discharged on or prior to Closing all Title Defects pertaining to liens, encumbrances and other matters shown on the Commitment of a definite or ascertainable amount (other than the liens of the mortgages against the Projects to which Seller has not secured the consent to release of such lien as of the Closing) (the "Removable Liens") and to use its best efforts to cure any other Title Defects. If SCOLP Purchaser objects to any exception disclosed on the Commitment or Survey within such ten (10) day periodSurvey, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1hereunder. If Owner and Contributor fail within fifteen (15) days after the receipt of notice from Purchaser, Seller fails 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 fails to provide written notice assurances reasonably satisfactory 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 Purchaser that such Title Defects becoming Permitted Exceptions under this Agreement; or (c) extend for up the Removable Liens will be removed or otherwise cured at or prior to ninety (90) days the period for Owner and Contributor to cure such Title DefectsClosing, 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.Purchaser may:

Title Objections. 5.1 6.1 If the Commitment Commitment, Survey or Survey UCC Search discloses exceptions encumbering Investment LLC, Project LLC, the Project or the Interests which are not reasonably acceptable to SCOLPPurchaser other than the Removable Liens, in its sole discretion, SCOLP Purchaser shall notify Owner and Contributor Sellers in writing of its objections to such exceptions (the "Title Defects") within ten (10) days after the date of this Agreement), and Sellers agree to use their best efforts to cure or to cause Investment LLC or Project LLC to cure any such Title Defects. If SCOLP Purchaser so objects to any exception disclosed on the Commitment Commitment, Survey or Survey within such ten (10) day periodUCC Search, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1hereunder. If Owner and Contributor Sellers fail to have the Title Defects deleted from the Commitment Commitment, Survey, or SurveyUCC filings, as the case may be, or discharged within ten thirty (1030) days after receipt of notice from SCOLP Purchaser (or such longer time period designated by SCOLP)Purchaser and the date of Closing shall be extended by such thirty (30) day (or longer) period) or to remove the Removable Liens at or prior to Closing as required herein, SCOLP Purchaser may: (a) terminate this Agreement by delivery of written notice to Owner and ContributorSellers, whereupon the Deposit, as herein defined, shall be returned immediately to Purchaser, and neither Owner, Contributor Sellers nor SCOLP Purchaser shall have any further duties or obligations under this Agreement; (b) elect to take accept title to the Project as it then is with such Title Defects becoming Permitted Exceptions under this Agreementis; or (c) extend for up to ninety (90) days the period for Owner and Contributor Sellers to cure such Title Defects, and if such Title Defects are not deleted during the extended period, SCOLP Purchaser may then exercise its rights under subparagraphs (a) or (b) above. If Owner or Contributor Sellers cause such Title Defects to be deleted from the Commitment, the Closing shall be held within seven ten (710) days after delivery of the revised Commitment and Commitment, Survey or UCC Search or on the Contribution Closing Date specified in Section 18 hereof, whichever is later.

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 receipt of the date of this AgreementCommitment, the Exception Documents and the Survey. 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 the Commitment or any Survey discloses exceptions which are not acceptable to SCOLPSun, in its sole discretion, SCOLP other than the Removable Liens, Sun shall notify Owner and Contributor the Contributors in writing of its objections to such exceptions (the "Title Defects") within ten (10) days after ), and the date of this AgreementContributors agree to use their best efforts to cure any such Title Defects. If SCOLP Sun objects to any exception disclosed on the Commitment or Survey within such ten (10) day perioda Survey, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1hereunder. If Owner and Contributor the Contributors 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 Sun (or such longer time period designated by SCOLP)Sun) or to remove the Removable Liens at or prior to Closing as required herein, SCOLP Sun may: (a) terminate this Agreement by delivery of written notice to Owner and Contributorthe Contributors, whereupon neither Owner, Contributor the Contributors nor SCOLP Sun shall have any further duties or obligations under this AgreementAgreement other than the Contributors' obligation to pay legal fees for the drafting of this Agreement as described in Section 20.1 and reimburse Sun for certain expenses as set forth herein; (b) elect to take title as it then is with is, and for purposes of determining the number of Common OP Units to be issued to the Contributors pursuant to Section 2.1, reduce the Agreed Value by the actual cost, up to a maximum sum of $50,000.00, incurred or to be incurred by Sun to cure such Title Defects becoming Permitted Exceptions under this AgreementDefects, and the actual amount paid to remove the Removable Liens; or (c) extend for up to ninety (90) days the period for Owner and Contributor the Contributors to cure such Title Defects, and if such Title Defects are not deleted during the extended period, SCOLP Sun may then exercise its rights under subparagraphs (a) or (b) above. If Owner or Contributor the Contributors 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 Closing Date specified in Section 18 19 hereof, whichever is later.

Title Objections. 5.1 If the Commitment or Survey discloses exceptions which are not acceptable to SCOLPwhich, in its Purchaser's sole discretionjudgment, SCOLP interfere with the Purchaser's intended use or operation of the Project, or render title unmarketable or uninsurable, other than Removable Liens, Purchaser shall notify Owner and Contributor Seller in writing of its such title objections to such exceptions (the "“Title Defects"') within ten (10) days after receipt of the date Commitment, copies of this Agreementall instruments of record (other than the mortgage documents) and the Survey. Seller agrees to use its best efforts to cure any such Title Defects which are not listed as Permitted Exceptions (the “Undisclosed Exceptions”). If SCOLP Purchaser objects to any exception disclosed on the Commitment or Survey within such ten (10) day periodin the Survey, whether or not listed as a Permitted Exception herein, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1unless subsequently waived by Purchaser. If Owner and Contributor fail Seller fails to have the Title Defects deleted from the Commitment or Survey, as the case may be, or discharged within ten fifteen (1015) days after receipt of notice from SCOLP Purchaser (or such longer time period designated by SCOLP)Purchaser) or to remove the Removable Liens at Closing as required herein, SCOLP Purchaser may: (a) terminate this Agreement by delivery of written notice to Owner and ContributorSeller, whereupon neither Owner, Contributor Seller nor SCOLP Purchaser shall have any further duties or obligations under this Agreement; or (b) elect to take title as it then is with subject to 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 uncured Title Defects, and if such credit against the Purchase Price the actual cost incurred or to be incurred by Purchaser to cure any Undisclosed Exceptions and remove the Removable Liens, and any Title Defects are not deleted during the extended period, SCOLP may then exercise its rights under subparagraphs (a) or (b) abovewaived by Purchaser shall become Permitted Exceptions. If Owner or Contributor cause Seller causes such Title Defects to be deleted from the CommitmentCommitment or Survey, as the case may be, the Closing shall be held within seven five (75) days after delivery of the revised Commitment and Survey or Survey, or on the Contribution Closing Date specified in Section 18 19 hereof, whichever is later.

Title Objections. 5.1 If the Commitment or Survey discloses exceptions which are not acceptable to SCOLPSun, in its sole discretion, SCOLP other than the Removable Liens, Sun shall notify Owner and the Contributor in writing of its objections to such exceptions (the "Title Defects") within ten (10) days after ), and the date of this AgreementContributor agrees to use his best efforts to cure any such Title Defects. If SCOLP Sun objects to any exception disclosed on the Commitment or Survey within such ten (10) day periodSurvey, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1hereunder. If Owner and the Contributor fail fails 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 Sun (or such longer time period designated by SCOLP)Sun) or to remove the Removable Liens at or prior to Closing as required herein, SCOLP Sun may: (a) terminate this Agreement by delivery of written notice to Owner and the Contributor, whereupon neither Owner, the Contributor nor SCOLP Sun shall have any further duties or obligations under this AgreementAgreement other than the Contributor's obligation to pay legal fees for the drafting of this Agreement as described in Section 19.1 and reimburse Sun for certain expenses as set forth herein; (b) elect to take title as it then is with is, and for purposes of determining the number of Common OP Units to be issued to the Contributor pursuant to Sections 2.1 and 2.4 hereof, reduce the Agreed Value by the actual cost, up to a maximum sum of $50,000.00, incurred or to be incurred by Sun to cure such Title Defects becoming Permitted Exceptions under this AgreementDefects, and the actual amount paid to remove the Removable Liens; or (c) extend for up to ninety (90) days the period for Owner and the Contributor to cure such Title Defects, and if such Title Defects are not deleted during the extended period, SCOLP Sun may then exercise its rights under subparagraphs (a) or (b) above. If Owner or the Contributor cause causes 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 Closing Date specified in Section 18 hereof, whichever is later.

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"i) 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 Within seven (7) days after delivery the Lessor’s receipt of the revised both a Title Commitment and Survey for the Property, Lessor shall notify Lessee in writing of Lessor’s objection to any exceptions or other title matters shown on any Title Commitment or Survey. Lessor’s title objections shall be limited to objections to the presence of any valid liens, claims, encumbrances, and/or security interests negatively affecting the Property (each, a “Title Objection”). At least five (5) days prior to the Closing Date, Lessee shall notify Lessor whether Current Owner will attempt to cure the Title Objections and which, if not all, Title Objections Current Owner will attempt to cure. Based on the Contribution response, Lessor may elect to (A) give Lessee additional time to allow Current Owner to cure, and the parties will delay Closing for the period of time necessary for Current Owner to attempt to cure, not to exceed 30 days beyond the original Closing Date, or (B) terminate the Agreement, in which event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination. If Lessor elects to have Current Owner attempt to cure the Title Objections that Current Owner agreed to address, Lessee shall have the option to extend the Closing Date specified -- and the parties shall execute an amendment to this Agreement to that effect -- up to 30 days in Section 18 hereoforder to cure such of those Title Objections Current Owner has agreed to cure. If Current Owner is unable to cure those Title Objections it has agreed to cure within the agreed-upon time period, whichever is laterthen Lessor shall have the option, as its sole remedy, upon written notice to Lessee on or before the amended Closing Date, to terminate this Agreement, in which event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination.

Title Objections. 5.1 If the a Commitment or Survey discloses exceptions which are not acceptable to SCOLP, in its sole discretion, SCOLP shall notify Owner and Contributor Assignor in writing of its objections to such exceptions (the "Title Defects") within ten (10) days after receipt of the Commitment, the Exception Documents and the Survey, but no later than forty-five (45) days after the date of this Agreementfirst set forth above. If SCOLP timely 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 Assignor fails within five (5) days to have the Title Defects deleted from the related Commitment or Survey, as the case may be, or fails to agree to have such Title Defects discharged within ten (10) days after receipt of notice from SCOLP (at or such longer time period designated by SCOLP)before the Closing, SCOLP maymay prior to the expiration of the Investigation Period either: (a) terminate this Agreement by delivery of written notice to Owner and Contributorthe Assignor, whereupon neither Owner, Contributor Assignor nor SCOLP shall have any further duties or obligations under this AgreementAgreement except that SCOLP’s indemnity obligations under Section 9.3 shall survive, and the Deposit shall be returned to SCOLP; or (b) elect to take title as it then is subject to such uncured Title Defects with such uncured Title Defects becoming Permitted Exceptions under this Agreement; . Assignor agrees to cause to be discharged on or (c) extend for up prior to ninety (90) days the period for Owner and Contributor to cure such Title Defects, and if such Closing all 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 pertaining to be deleted from the Commitment, the Closing shall be held within seven (7) days after delivery of the revised Commitment and Survey or encumbrances shown on the Contribution Date specified in Section 18 hereofCommitment relating to the Project of a definite or ascertainable amount caused or created by Assignor, whichever is laterother than those for the Assumed Debt and those shown on Schedule 3.1(e).

Title Objections. 5.1 If the Commitment or Survey discloses exceptions exceptions, other than Removable Liens, which are not acceptable to SCOLPPurchaser, in its sole discretion, SCOLP Purchaser shall notify Owner and Contributor Seller in writing of its objections the exceptions to such exceptions which Purchaser objects (the "Title Defects") within ten (10) days after the date ). Purchaser shall notify Seller 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 seven (107) days after receipt of notice from SCOLP the last of (a) the Commitment, (b) the Survey, and (c) copies of the documents listed in the Commitment as exceptions, other than Removable Liens. Title Defects shall not include Removable Liens. Seller agrees to use its best efforts to cure any such Title Defects. If Purchaser does not make timely objection to a Commitment or Survey exception prior to the expiration of the Investigation Period, such longer exception shall become a Permitted Exception. If Seller fails to endorse the Commitment to remove a Title Defect that is not a Permitted Exception within the time period designated by SCOLP)permitted, SCOLP may: Purchaser shall have the right to (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 based on such Title Defects becoming Permitted Exceptions under this Agreementfailure; or (cb) extend for up to ninety (90) days the period for Owner and Contributor Seller to cure such Title Defects, and if such Title Defects are not deleted during the extended period, SCOLP Purchaser may then exercise its rights under subparagraphs subparagraph (a) or (b) above. If Owner or Contributor cause such Purchaser terminates this Agreement based solely on Title Defects objected to be deleted from during the Commitmenttime permitted in this paragraph 5.1, which Seller fails to cure within the Closing time permitted, Purchaser shall be held within seven (7) days after delivery entitled to return of the revised Commitment and Survey or on the Contribution Date specified in Section 18 hereofDeposit, whichever is lateralong with any accrued interest thereon. 6.