Title Objections. Buyer shall provide Seller with a list of all title objections (hereinafter “Title Objections”) in writing within 10 days after Buyer receipt of a Title Commitment. Seller shall have until the Closing Date to cure all valid Title Objections (hereinafter “Title Cure Period”). Seller shall satisfy all liens or encumbrances identified by Buyer as valid Title Objections which can be satisfied by payment on or before the Closing Date. Except for Seller’s obligations in 491 the preceding sentence, if Seller fails to cure any of Buyer’s other valid Title Objections within the Title Cure Period (and 492 fails to provide Buyer with evidence of Seller’s cure satisfactory to Buyer, Settlement Provider, and title insurance 493 company), Buyer may, as Buyer’s sole remedy; a) unilaterally cancel this Purchase Agreement within 7 days by 494 providing written notice to Seller indicating the reason for the cancellation. In such case, Buyer shall be entitled to a full 495 return of the ▇▇▇▇▇▇▇ Money, b) waive such Title Objections and close this transaction anyway, or c) extend the Closing 496 Date for 30 days to allow Seller additional time to cure such valid Title Objections. Buyer shall have 7 days 497 following the completion of such extension to cure to re-examine title to ensure the proper cure of such Title Objections. 498 Buyer shall notify Seller within 3 _ days after such review time period regarding any unresolved Title Objections. In 499 such case, Buyer’s remedy options and the specified time periods (a-c herein), shall repeat one additional time. Thereafter, 500 unless Buyer waives any remaining Title Objections and closes this transaction anyway, or Seller cures any remaining 501 Title Objections within the specified time period, Buyer and Seller shall sign a Cancellation of Purchase Agreement and 502 Buyer shall be entitled to a full refund of the ▇▇▇▇▇▇▇ Money. If Buyer fails to act in a timely manner according to this 503 paragraph, it shall be considered a waiver of Buyer’s rights herein. 504 505 506 507 508 509 510 511 512 513 514 515 Buyer waives all rights related to; specific performance, recording a lis pendens, recording this Purchase Agreement, recording an affidavit or memorandum, or impairing title to the Property in any other manner. If Seller breaches this Purchase Agreement for any reason, Buyer’s recourse shall be limited to the following, as liquidated damages; a) a full refund of Buyer’s ▇▇▇▇▇▇▇ Money, and b) reimbursement of Buyer’s actual and reasonable out-of-pocket costs related to Buyer-favored contingencies. Seller’s liability for Buyer’s actual and reasonable out-of-pocket costs shall not exceed $ 10,000.00 and shall be paid by Seller to Buyer only if; a) Seller’s breach occurs after Seller’s receipt of a Title Commitment confirming Seller is able to convey good, marketable, and fee simple title to the Property to Buyer by the type of deed specified herein on the Closing Date, and b) Seller receives documentation of Buyer’s actual and reasonable out-of-pocket costs within 7 days after Buyer’s request for reimbursement. 516 517 518 519 520 521 522 523 524 525 526 527 528 529 Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in a civil judicial proceeding in the Transaction State. The arbitrator(s) shall be limited to awarding compensatory damages and shall not award punitive, exemplary, and/or similar types of damages.
Appears in 1 contract
Sources: Purchase Agreement
Title Objections. Buyer shall provide have 30 days from the Binding Agreement Date in which to furnish Seller with a list written statement of all any title objections (hereinafter “Title Objections”) in writing within 10 days after Buyer receipt objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a Title Commitmentcurrent title examination and survey. Seller shall have until 30 days from the Closing Date to cure all valid Title Objections receipt of such objections (hereinafter the “Title Cure Period”)) to cure all valid title objections. Seller shall satisfy all any existing liens or monetary encumbrances identified by Buyer as valid Title Objections title objections which can may be satisfied by the payment on of a sum certain prior to or before the Closing Dateat Closing. Except for Seller’s obligations in 491 the preceding sentence, if Seller fails to cure any of Buyer’s other valid Title Objections title objections of Buyer within the Title Cure Period (and 492 fails to provide Buyer with evidence of Seller’s cure satisfactory to Buyer, Settlement Provider, Buyer and title insurance 493 companyto the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may, may as Buyer’s sole remedy; aremedies: (1) unilaterally cancel this Purchase Agreement within 7 days by 494 providing written notice to Seller indicating rescind the reason for the cancellation. In such casetransaction contemplated hereby, in which case Buyer shall be entitled to a full 495 the return of the ▇▇▇▇▇▇▇ Money, b) waive such Title Objections and close this transaction anyway, or c) extend the Closing 496 Date for 30 days to allow Seller additional time to cure such valid Title Objections. Buyer shall have 7 days 497 following the completion of such extension to cure to re-examine title to ensure the proper cure of such Title Objections. 498 Buyer shall notify Seller within 3 _ days after such review time period regarding any unresolved Title Objections. In 499 such case, Buyer’s remedy options and the specified time periods (a-c herein), shall repeat one additional time. Thereafter, 500 unless Buyer waives any remaining Title Objections and closes this transaction anyway, or Seller cures any remaining 501 Title Objections within the specified time period, Buyer and Seller shall sign a Cancellation of Purchase Agreement and 502 Buyer shall be entitled to a full refund of the ▇▇▇▇▇▇▇ Money. If Buyer fails to act in a timely manner according to this 503 paragraph, it shall be considered a waiver of Buyer’s rights herein. 504 505 506 507 508 509 510 511 512 513 514 515 Buyer waives all rights related to; specific performance, recording a lis pendens, recording this Purchase Agreement, recording an affidavit or memorandum, or impairing title to the Property in any other manner. If Seller breaches this Purchase Agreement for any reason, Buyer’s recourse shall be limited to the following, as liquidated damages; a) a full refund of Buyer’s ▇▇▇▇▇▇▇ Money, ; (2) waive any such objections and belect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) reimbursement extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer’s actual rights hereunder. Buyer shall have the right to re-examine title prior to Closing and reasonable out-of-pocket costs related to Buyer-favored contingencies. Seller’s liability for Buyer’s actual and reasonable out-of-pocket costs shall not exceed $ 10,000.00 and shall be paid by notify Seller to Buyer only if; a) Seller’s breach occurs at Closing of any title objections which appear of record after Seller’s receipt of a Title Commitment confirming Seller is able to convey good, marketable, and fee simple title to the Property to Buyer by the type of deed specified herein on the Closing Date, and b) Seller receives documentation date of Buyer’s actual initial title examination and reasonable out-of-pocket costs within 7 days after Buyer’s request for reimbursement. 516 517 518 519 520 521 522 523 524 525 526 527 528 529 Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in a civil judicial proceeding in the Transaction State. The arbitrator(s) shall be limited to awarding compensatory damages and shall not award punitive, exemplary, and/or similar types of damagesbefore Closing.
Appears in 1 contract
Sources: Commercial Purchase and Sale Agreement (First Commerce Community Bankshares Inc)
Title Objections. Buyer (i) Within seven (7) days after the Purchaser’s receipt of both a Title Commitment and the related Survey for each Property, Purchaser shall provide notify Seller with in writing of Purchaser’s objection to any exceptions or other title matters shown on any Title Commitment or the related Survey (each, a list of all title objections (hereinafter “Title ObjectionsObjection”). At least five (5) days prior to the Closing Date, Seller shall notify Purchaser whether it will attempt to cure the Title Objections and which, if not all, Title Objections it will attempt to cure. Based on Seller’s response, Purchaser may elect to (A) give Seller additional time to cure, and the parties will delay Closing for the period of time necessary for Seller to attempt to cure, not to exceed 30 days beyond the original Closing Date, (B) terminate the Agreement, in writing within 10 days after Buyer receipt of a which event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination; or (C) remove the applicable Property or Properties from the Properties to be conveyed hereunder, with an adjustment to the Purchase Price, as agreed upon by Purchaser and Seller, and proceed to close with respect to the remaining Properties. If Purchaser elects to have Seller attempt to cure the Title Commitment. Objections that Seller agreed to address, Seller shall have until the option to extend the Closing Date -- and the parties shall execute an amendment to this Agreement to that effect -- up to 30 days in order to cure all valid such of those Title Objections (hereinafter “Title Cure Period”)Seller has agreed to 4848-2670-9558.6 STORE/Synalloy Purchase and Sale Agreement 6 Properties in OH, SC, TN and TX File No. 7210/02-475 cure. If Seller shall satisfy all liens or encumbrances identified by Buyer as valid is unable to cure those Title Objections it has agreed to cure within the agreed-upon time period, then Purchaser shall have the option, as its sole remedy, upon written notice to Seller on or before the amended Closing Date, to (A) terminate this Agreement, in which can event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination; or (B) remove the applicable Property or Properties from the Properties to be satisfied conveyed hereunder, with an adjustment to the Purchase Price, as agreed upon by payment Purchaser and Seller, and proceed to close with respect to the remaining Properties.
(ii) If any supplement to a Title Commitment or the related Survey discloses any additional title defects which were not created by or with the consent of Purchaser, and which are not acceptable to Purchaser, Purchaser shall notify Seller in writing of its objection thereto (each, an “Additional Title Objection”) within five (5) days following receipt of such supplement or revision. If any Additional Title Objection is not removed or resolved by Seller to Purchaser’s satisfaction at least five (5) days prior to the Closing Date, then Purchaser shall have the option, as its sole remedy, to (A) terminate this Agreement upon written notice to Seller on or before the Closing Date. Except , in which event neither party will have any further obligations or liability hereunder, except for Sellerthose obligations expressly stated to survive such termination; or (B) remove the applicable Property or Properties from the Properties to be conveyed hereunder, with an appropriate adjustment to the Purchase Price, and proceed to close with respect to the remaining Properties.
(iii) Purchaser’s obligations in 491 failure to timely deliver a Title Objection or an Additional Title Objection shall be deemed Purchaser’s acceptance of the preceding sentence, if Seller fails to cure any of Buyer’s other valid Title Objections within matters disclosed by the Title Cure Period (Commitments and 492 fails to provide Buyer with evidence the related Surveys. If Purchaser does not terminate this Agreement by reason of Seller’s cure satisfactory to Buyer, Settlement Provider, and title insurance 493 company), Buyer mayany Title Objection or Additional Title Objection, as Buyer’s sole remedy; a) unilaterally cancel provided in this Purchase Agreement within 7 days by 494 providing written notice to Seller indicating the reason for the cancellation. In Section 2.01, then such case, Buyer Title Objection or Additional Title Objection shall be entitled to a full 495 return of the ▇▇▇▇▇▇▇ Money, b) waive such Title Objections deemed waived and close this transaction anyway, or c) extend the Closing 496 Date for 30 days to allow Seller additional time to cure such valid Title Objections. Buyer shall have 7 days 497 following the completion of such extension to cure to re-examine title to ensure the proper cure of such Title Objections. 498 Buyer shall notify Seller within 3 _ days after such review time period regarding any unresolved Title Objections. In 499 such case, Buyer’s remedy options and the specified time periods (a-c herein), shall repeat one additional time. Thereafter, 500 unless Buyer waives any remaining Title Objections and closes this transaction anyway, or Seller cures any remaining 501 Title Objections within the specified time period, Buyer and Seller shall sign a Cancellation of Purchase Agreement and 502 Buyer shall be entitled to a full refund of the ▇▇▇▇▇▇▇ Money. If Buyer fails to act in a timely manner according to this 503 paragraph, it shall be considered a waiver of Buyer’s rights herein. 504 505 506 507 508 509 510 511 512 513 514 515 Buyer waives all rights related to; specific performance, recording a lis pendens, recording this Purchase Agreement, recording an affidavit or memorandum, or impairing title to the Property in any other manner. If Seller breaches this Purchase Agreement for any reason, Buyer’s recourse shall be limited to the following, as liquidated damages; a) a full refund of Buyer’s ▇▇▇▇▇▇▇ Money, and b) reimbursement of Buyer’s actual and reasonable out-of-pocket costs related to Buyer-favored contingencies. Seller’s liability for Buyer’s actual and reasonable out-of-pocket costs shall not exceed $ 10,000.00 approved by Purchaser and shall thereafter be paid by Seller to Buyer only if; a) Seller’s breach occurs after Seller’s receipt of deemed a Title Commitment confirming Seller is able to convey good, marketable, and fee simple title to the Property to Buyer by the type of deed specified herein on the Closing Date, and b) Seller receives documentation of Buyer’s actual and reasonable out-of-pocket costs within 7 days after Buyer’s request for reimbursement. 516 517 518 519 520 521 522 523 524 525 526 527 528 529 Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in a civil judicial proceeding in the Transaction State. The arbitrator(s) shall be limited to awarding compensatory damages and shall not award punitive, exemplary, and/or similar types of damagesPermitted Encumbrance.
Appears in 1 contract
Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey, Buyer shall provide notify Seller with a list of all title objections if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions that, in Buyer’s reasonable judgment, are unacceptable (hereinafter “Title Objections”) in writing within 10 days after Buyer receipt of a Title Commitment. Seller shall have until the Closing Date to cure all valid Title Objections (hereinafter “Title Cure Period”). If Seller shall satisfy all liens is unable or encumbrances identified by Buyer as valid Title Objections which can be satisfied by payment on or before the Closing Date. Except for Seller’s obligations in 491 the preceding sentence, if Seller fails unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of Buyer’s other valid notice of Title Objections within from Buyer and Buyer shall have the Title Cure Period (and 492 fails to provide Buyer with evidence of Seller’s cure satisfactory to Buyerright, Settlement Providerat its option, and title insurance 493 company), Buyer may, as Buyer’s sole remedy; a) unilaterally cancel this Purchase Agreement within 7 days by 494 providing written notice to Seller indicating the reason for the cancellation. In such casewithin fifteen (15) days following receipt of Seller’s written notice, Buyer shall be entitled either (i) to a full 495 return of the ▇▇▇▇▇▇▇ Money, b) waive such Title Objections and close terminate this transaction anyway, or c) extend the Closing 496 Date for 30 days to allow Seller additional time to cure such valid Title Objections. Buyer shall have 7 days 497 following the completion of such extension to cure to re-examine title to ensure the proper cure of such Title Objections. 498 Buyer shall notify Seller within 3 _ days after such review time period regarding any unresolved Title Objections. In 499 such case, Buyer’s remedy options and the specified time periods (a-c herein), shall repeat one additional time. Thereafter, 500 unless Buyer waives any remaining Title Objections and closes this transaction anyway, or Seller cures any remaining 501 Title Objections within the specified time period, Buyer and Seller shall sign a Cancellation of Purchase Agreement and 502 Buyer shall be entitled to obtain a full refund of the ▇▇▇▇▇▇▇ Money. If Buyer fails to act in a timely manner according to this 503 paragraphMoney and all interest thereon, it whereafter both Parties shall be considered relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer’s failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer’s rights hereinright to terminate with respect to such title matters. 504 505 506 507 508 509 510 511 512 513 514 515 However, if Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer waives all rights related to; specific performancewith notice of its intention to cure same within the fifteen (15) days aforesaid and Seller shall have an opportunity, recording a lis pendensat its expense, recording this Purchase Agreement, recording an affidavit to remove such Title Objections within sixty (60) days following receipt of written notice from Buyer identifying the Title Objections (the “Title Cure Period”). In no event shall Seller have any obligation to commence litigation or memorandum, to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or impairing title to the Property in remove any other mannerTitle Objections. If Seller breaches this Purchase Agreement for is unable to cure any reasonTitle Objections within the Title Cure Period that, in the reasonable opinion of the Title Company or Buyer’s recourse shall , must be limited cured in order to the followingdeliver good and marketable title, Buyer may, as liquidated damages; aits sole and exclusive remedy, and upon written notice to Seller within fifteen (15) a full refund days after expiration of Buyer’s the Title Cure Period, terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money, and b) reimbursement of Buyer’s actual and reasonable out-of-pocket costs related Money shall be fully refunded to Buyer-favored contingencies. Seller’s liability for Buyer’s actual and reasonable out-of-pocket costs shall not exceed $ 10,000.00 and shall be paid by Seller to Buyer only if; a) Seller’s breach occurs after Seller’s receipt of a Title Commitment confirming Seller is able to convey good, marketable, and fee simple title to the Property to Buyer by the type of deed specified herein on the Closing Date, and b) Seller receives documentation of Buyer’s actual and reasonable out-of-pocket costs within 7 days after Buyer’s request for reimbursement. 516 517 518 519 520 521 522 523 524 525 526 527 528 529 Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in a civil judicial proceeding in the Transaction State. The arbitrator(s) shall be limited to awarding compensatory damages and shall not award punitive, exemplary, and/or similar types of damages.
Appears in 1 contract
Sources: Terminals Sale and Purchase Agreement (Sunoco Logistics Partners Lp)
Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey, Buyer shall provide notify Seller with a list of all title objections if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions that, in Buyer’s reasonable judgment, are unacceptable (hereinafter “Title Objections”) in writing within 10 days after Buyer receipt of a Title Commitment. Seller shall have until the Closing Date to cure all valid Title Objections (hereinafter “Title Cure Period”). If Seller shall satisfy all liens is unable or encumbrances identified by Buyer as valid Title Objections which can be satisfied by payment on or before the Closing Date. Except for Seller’s obligations in 491 the preceding sentence, if Seller fails unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of Buyer’s other valid notice of Title Objections within from Buyer and Buyer shall have the Title Cure Period (and 492 fails to provide Buyer with evidence of Seller’s cure satisfactory to Buyerright, Settlement Providerat its option, and title insurance 493 company), Buyer may, as Buyer’s sole remedy; a) unilaterally cancel this Purchase Agreement within 7 days by 494 providing written notice to Seller indicating the reason for the cancellation. In such casewithin fifteen (15) days following receipt of Seller’s written notice, Buyer shall be entitled either (i) to a full 495 return of the ▇▇▇▇▇▇▇ Money, b) waive such Title Objections and close terminate this transaction anyway, or c) extend the Closing 496 Date for 30 days to allow Seller additional time to cure such valid Title Objections. Buyer shall have 7 days 497 following the completion of such extension to cure to re-examine title to ensure the proper cure of such Title Objections. 498 Buyer shall notify Seller within 3 _ days after such review time period regarding any unresolved Title Objections. In 499 such case, Buyer’s remedy options and the specified time periods (a-c herein), shall repeat one additional time. Thereafter, 500 unless Buyer waives any remaining Title Objections and closes this transaction anyway, or Seller cures any remaining 501 Title Objections within the specified time period, Buyer and Seller shall sign a Cancellation of Purchase Agreement and 502 Buyer shall be entitled to obtain a full refund of the ▇▇▇▇▇▇▇ Money. If Buyer fails to act in a timely manner according to this 503 paragraphMoney and all interest thereon, it whereafter both Parties shall be considered relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer’s failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer’s rights hereinright to terminate with respect to such title matters. 504 505 506 507 508 509 510 511 512 513 514 515 However, if Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer waives all rights related to; specific performancewith notice of its intention to cure same within the fifteen (15) days aforesaid and Seller shall have an opportunity, recording a lis pendensat its expense, recording this Purchase Agreement, recording an affidavit to remove such Title Objections within -47- TERMINAL SALE AND PURCHASE AGREEMENT (ARCADIA) EXECUTION VERSION sixty (60) days following receipt of written notice from Buyer identifying the Title Objections (the “Title Cure Period”). In no event shall Seller have any obligation to commence litigation or memorandum, to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or impairing title to the Property in remove any other mannerTitle Objections. If Seller breaches this Purchase Agreement for is unable to cure any reasonTitle Objections within the Title Cure Period that, in the reasonable opinion of the Title Company or Buyer’s recourse shall , must be limited cured in order to the followingdeliver good and marketable title, Buyer may, as liquidated damages; aits sole and exclusive remedy, and upon written notice to Seller within fifteen (15) a full refund days after expiration of Buyer’s the Title Cure Period, terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money, and b) reimbursement of Buyer’s actual and reasonable out-of-pocket costs related Money shall be fully refunded to Buyer-favored contingencies. Seller’s liability for Buyer’s actual and reasonable out-of-pocket costs shall not exceed $ 10,000.00 and shall be paid by Seller to Buyer only if; a) Seller’s breach occurs after Seller’s receipt of a Title Commitment confirming Seller is able to convey good, marketable, and fee simple title to the Property to Buyer by the type of deed specified herein on the Closing Date, and b) Seller receives documentation of Buyer’s actual and reasonable out-of-pocket costs within 7 days after Buyer’s request for reimbursement. 516 517 518 519 520 521 522 523 524 525 526 527 528 529 Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in a civil judicial proceeding in the Transaction State. The arbitrator(s) shall be limited to awarding compensatory damages and shall not award punitive, exemplary, and/or similar types of damages.
Appears in 1 contract
Sources: Terminal Sale and Purchase Agreement (Sunoco Logistics Partners Lp)
Title Objections. Buyer shall provide have 30 days from the Binding Agreement date in which to furnish Seller with a list written statement of all any title objections (hereinafter “Title Objections”) in writing within 10 days after Buyer receipt objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a Title Commitmentcurrent title examination and survey. Seller shall have until 14 days from the Closing Date receipt of such objections (the "Title Cure Period") to cure all valid Title Objections (hereinafter “Title Cure Period”)title objections. Seller shall satisfy all any existing liens or monetary encumbrances identified by Buyer as valid Title Objections which can may be satisfied by the payment on or before the Closing Dateof a sum certain prior to Closing. Except for Seller’s 's obligations in 491 the preceding sentence, if Seller fails to cure any of Buyer’s other valid Title Objections title objections of Buyer within the Title Cure Period (and 492 fails to provide Buyer with evidence of Seller’s 's cure satisfactory to Buyer, Settlement Provider, Buyer and title insurance 493 companyto the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may, may as Buyer’s 's sole remedy; aremedies: (1) unilaterally cancel this Purchase Agreement within 7 days by 494 providing written notice to Seller indicating rescind the reason for the cancellation. In such casetransaction contemplated hereby, in which case Buyer shall be entitled to a full 495 the return of the Buyer's ▇▇▇▇▇▇▇ Money, b; (2) waive any such Title Objections objections and elect to close this the transaction anyway, contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or c(3) extend the Closing 496 Date for 30 a period of up to fifteen days to allow Seller additional further time to cure such valid Title Objectionstitle objections. Buyer shall have 7 days 497 following the completion of such extension to cure to re-examine title to ensure the proper cure of such Title Objections. 498 Buyer shall notify Seller within 3 _ days after such review time period regarding any unresolved Title Objections. In 499 such case, Buyer’s remedy options and the specified time periods (a-c herein), shall repeat one additional time. Thereafter, 500 unless Buyer waives any remaining Title Objections and closes this transaction anyway, or Seller cures any remaining 501 Title Objections within the specified time period, Buyer and Seller shall sign a Cancellation of Purchase Agreement and 502 Buyer shall be entitled to a full refund of the ▇▇▇▇▇▇▇ Money. If Buyer fails Failure to act in a timely manner according to under this 503 paragraph, it paragraph shall be considered constitute a waiver of Buyer’s 's rights hereinhereunder. 504 505 506 507 508 509 510 511 512 513 514 515 Buyer waives all rights related to; specific performance, recording a lis pendens, recording this Purchase Agreement, recording an affidavit or memorandum, or impairing shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the Property in any other manner. If Seller breaches this Purchase Agreement for any reason, Buyer’s recourse shall be limited to the following, as liquidated damages; a) a full refund date of Buyer’s ▇▇▇▇▇▇▇ Money, 's initial title examination and b) reimbursement of Buyer’s actual and reasonable out-of-pocket costs related to Buyer-favored contingencies. Seller’s liability for Buyer’s actual and reasonable out-of-pocket costs shall not exceed $ 10,000.00 and shall be paid by Seller to Buyer only if; a) Seller’s breach occurs after Seller’s receipt of a Title Commitment confirming Seller is able to convey good, marketable, and fee simple title to the Property to Buyer by the type of deed specified herein on the Closing Date, and b) Seller receives documentation of Buyer’s actual and reasonable out-of-pocket costs within 7 days after Buyer’s request for reimbursement. 516 517 518 519 520 521 522 523 524 525 526 527 528 529 Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in a civil judicial proceeding in the Transaction State. The arbitrator(s) shall be limited to awarding compensatory damages and shall not award punitive, exemplary, and/or similar types of damagesbefore Closing.
Appears in 1 contract
Sources: Commercial Purchase and Sale Agreement (Aei Income & Growth Fund 23 LLC)