Common use of Title Objections Clause in Contracts

Title Objections. If objection to the title is made by Purchaser that the title is not in the condition required hereunder (but Purchaser shall not object to the existing indebtedness in current condition), Seller shall have ten (10) days from the date it is notified in writing of the particular defects 5 claimed to cure such defects to Purchaser's satisfaction, and if Seller is unable to cure such defects within the aforesaid ten (10) day period, Purchaser shall have the right, at its option, to (i) waive the defects and proceed with the closing of this transaction, (ii) terminate this Agreement and receive an immediate refund of the Deposit in which event neither party hereto shall have any further liability or obligation hereunder, or (iii) remove any existing encumbrances upon the Property 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 Closing, of such sums as are required to discharge such encumbrances or, if Purchaser elects, such encumbrances can be assumed with abatement of the Purchase Price. Except in the case of mortgages, judgments or liens which shall be paid out of the purchase price at closing Seller may at its option use its best efforts to cure any such defects to Purchaser's satisfaction. If Seller cures such defects to the reasonable satisfaction of Purchaser within the time specified above, Purchaser agrees to complete the transaction contemplated hereunder on the later of the Closing Date or the date thirty (30) days after Seller notifies Purchaser in writing that it has cured such defects, subject, however, to any and all other conditions of closing set forth in this Agreement. If Seller does not cure such defect or defects, Purchaser may terminate this Agreement and receive back its Earnest Money.

Title Objections. If objection to the title is made by Purchaser that the title is not in the condition required hereunder Within fifteen (but Purchaser shall not object to the existing indebtedness in current condition), Seller shall have ten (1015) days from after receiving the date it is notified in writing later of the particular defects 5 claimed to cure such defects to Purchaser's satisfactionTitle Commitment or the Survey, and Buyer shall notify Seller if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions that, in Buyer’s reasonable judgment, are unacceptable (“Title Objections”). If Seller is unable or unwilling to cure such defects any Title Objections, Seller will provide written notice thereof to Buyer within the aforesaid ten fifteen (1015) day period, Purchaser days following receipt of notice of Title Objections from Buyer and Buyer shall have the right, at its option, by written notice to Seller within fifteen (15) days following receipt of Seller’s written notice, either (i) waive the defects and proceed with the closing of this transaction, (ii) to terminate this Agreement and receive an immediate -47- TERMINAL SALE AND PURCHASE AGREEMENT (XXXXXX (WEST)) EXECUTION VERSION obtain a refund of the Deposit in which event neither party hereto Xxxxxxx Money and all interest thereon, whereafter both Parties shall have be relieved and discharged of any further liability rights, liabilities or obligation obligations hereunder, or (iiiii) 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 right to terminate with respect to such title matters. However, if Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and Seller shall have an opportunity, at its expense, 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 to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or remove any existing encumbrances upon the Property which Title Objections. If Seller is required to remove under this Agreement by payment out of the cash payment portion of the Purchase Price, at the time of Closing, of such sums as are required to discharge such encumbrances or, if Purchaser elects, such encumbrances can be assumed with abatement of the Purchase Price. Except in the case of mortgages, judgments or liens which shall be paid out of the purchase price at closing Seller may at its option use its best efforts unable to cure any such defects to Purchaser's satisfaction. If Seller cures such defects to Title Objections within the Title Cure Period that, in the reasonable satisfaction of Purchaser within the time specified above, Purchaser agrees to complete the transaction contemplated hereunder on the later opinion of the Closing Date Title Company or the date thirty Buyer, must be cured in order to deliver good and marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (3015) days after Seller notifies Purchaser in writing that it has cured such defectsexpiration of the Title Cure Period, subject, however, to any and all other conditions of closing set forth in terminate this Agreement. If Seller does not cure such defect or defects, Purchaser may terminate this Agreement and receive back its Earnest Moneyin which event the Xxxxxxx Money shall be fully refunded to Buyer.

Title Objections. If objection to the title is made by Purchaser that the title is not in the condition required hereunder Within fifteen (but Purchaser shall not object to the existing indebtedness in current condition), Seller shall have ten (1015) days from after receiving the date it is notified in writing later of the particular defects 5 claimed to cure such defects to Purchaser's satisfactionTitle Commitment or the Survey, and Buyer shall notify Seller if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions that, in Buyer’s reasonable judgment, are unacceptable (“Title Objections”). If Seller is unable or unwilling to cure such defects any Title Objections, Seller will provide written notice thereof to Buyer within the aforesaid ten fifteen (1015) day period, Purchaser days following receipt of notice of Title Objections from Buyer and Buyer shall have the right, at its option, by written notice to Seller within fifteen (15) days following receipt of Seller’s written notice, either (i) waive the defects and proceed with the closing of this transaction, (ii) to terminate this Agreement and receive an immediate obtain a refund of the Deposit in which event neither party hereto Xxxxxxx Money and all interest thereon, whereafter both Parties shall have be relieved and discharged of any further liability rights, liabilities or obligation obligations hereunder, or (iiiii) 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 right to terminate with respect to such title matters. However, if Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and Seller shall have an opportunity, at its expense, 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 to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or remove any existing encumbrances upon the Property which Title Objections. If Seller is required to remove under this Agreement by payment out of the cash payment portion of the Purchase Price, at the time of Closing, of such sums as are required to discharge such encumbrances or, if Purchaser elects, such encumbrances can be assumed with abatement of the Purchase Price. Except in the case of mortgages, judgments or liens which shall be paid out of the purchase price at closing Seller may at its option use its best efforts unable to cure any such defects to Purchaser's satisfaction. If Seller cures such defects to Title Objections within the Title Cure Period that, in the reasonable satisfaction of Purchaser within the time specified above, Purchaser agrees to complete the transaction contemplated hereunder on the later opinion of the Closing Date Title Company or the date thirty Buyer, must be cured in order to deliver good and marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (3015) days after Seller notifies Purchaser in writing that it has cured such defectsexpiration of the Title Cure Period, subject, however, to any and all other conditions of closing set forth in terminate this Agreement. If Seller does not cure such defect or defects, Purchaser may terminate this Agreement and receive back its Earnest Moneyin which event the Xxxxxxx Money shall be fully refunded to Buyer.

Title Objections. If objection Buyer acknowledges receipt of (i) a current title commitment for an extended coverage title insurance policy with respect to the Premises issued by the Escrow Agent with an effective date of April 8, 2015 (the “Title Commitment”) and copies of all underlying documents relating to title is made exceptions referred to therein, and (ii) a survey of the Property dated as of February 20, 2015 (the “Survey”). Buyer shall have until Close of Business on the sixth (6th) business day prior to the Due Diligence Expiration Date to notify Seller, in writing, of such objections to title or survey as Buyer may have. Any title or survey matter to which Buyer does not so object by Purchaser such time shall be deemed a Permitted Exception. In the event Buyer shall so notify Seller of any objection(s) to title, Seller shall have the right, but not the obligation, to cure such objection(s), other than any defects, objections or exceptions which comprise mortgages or liens voluntarily created by Seller, and, to a maximum of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate, involuntary liens over a liquidated sum, which can be satisfied by payment of a liquidated amount, which Seller agrees that it shall either pay, discharge or comply with at or before the title Closing or make arrangement with the Title Company to insure (at normal rates) without such objection as an exception in Buyer’s Title Policy. In the event there are any objections which Seller is not in the condition required hereunder obligated to cure, then within three (but Purchaser shall not object to the existing indebtedness in current condition3) business days after receipt of Buyer’s notice of objection(s), Seller shall have ten (10) days from the date it is notified notify Buyer in writing of the particular defects 5 claimed whether Seller elects to attempt to cure such defects objection(s). Failure of Seller to Purchaser's satisfactiongive such notice shall be deemed an election by Seller not to cure such objection(s). If Seller elects to attempt to cure any such matter, and Seller shall use reasonable efforts to cure such objections. If Seller elects not to cure any objection(s) specified in Buyer’s notice which Seller is not required hereby to cure, or if Seller is unable to effect a cure such defects within prior to the aforesaid ten (10) day periodClosing, Purchaser Buyer shall have the right, at its option, following options to be given by written notice within three (3) business days of Seller’s notice or deemed election: (i) waive to accept a conveyance of the defects and proceed with Property subject to the closing Permitted Exceptions, specifically including any matter objected to by Buyer which Seller is unwilling or unable to cure (which such matter(s) shall thereafter be deemed to be a Permitted Exception), without reduction of this transactionthe Purchase Price, or (ii) to terminate this Agreement Contract by sending written notice thereof to Seller, and receive an immediate refund upon delivery of such notice of termination, this Contract shall terminate, in which case the Deposit shall be paid to Seller (or, in which the event of a New Material Title Defect, the Deposit shall be returned to Buyer), and thereafter neither party hereto shall have any further liability rights, obligations or obligation hereunderliabilities hereunder except for the Surviving Obligation, or (iii) remove any existing encumbrances upon the Property 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 Closing, of such sums as are required to discharge such encumbrances or, if Purchaser elects, such encumbrances can be assumed with abatement of the Purchase Price. Except in the case of mortgages, judgments or liens which shall be paid out of the purchase price at closing Seller may at its option use its best efforts to cure any such defects to Purchaser's satisfaction. If Seller cures such defects to the reasonable satisfaction of Purchaser within the time specified above, Purchaser agrees to complete the transaction contemplated hereunder on the later of the Closing Date or the date thirty (30) days after Seller notifies Purchaser in writing that it has cured such defects, subject, however, to any and all other conditions of closing set forth in this Agreement. If Seller does not cure such defect or defects, Purchaser may terminate this Agreement and receive back its Earnest Moneyhereinafter defined.

Title Objections. If If, within fifteen (15) days from the date that the commitment of title insurance is furnished to Buyer, objection to the title is made by Purchaser Buyer that the title is not in the condition required hereunder (but Purchaser shall not object to the existing indebtedness in current condition)hereunder, Seller shall have ten fifteen (1015) days from the date it is notified in writing of the particular defects 5 claimed to cure such defects to PurchaserBuyer's satisfaction, and if Seller is unable or unwilling to cure such defects within the aforesaid ten fifteen (1015) day period, Purchaser Buyer shall have the right, at its option, to (i) waive the defects and proceed with the closing of this transaction, (ii) terminate this Agreement and receive an immediate refund of the Deposit in which event neither party hereto shall have any further liability or obligation hereunder, or (iii) 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 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 Closingconsummation of the sale, of such sums as are required to discharge such encumbrances or, if Purchaser Buyer elects, such encumbrances can be assumed with abatement of the Purchase Price. Except in the case of mortgages, judgments or liens which shall be paid out of the purchase price at closing Seller may at its option use its best efforts to cure any such defects to Purchaser's satisfaction. If Seller cures such defects to the reasonable satisfaction of Purchaser Buyer within the time specified above, Purchaser Buyer agrees to complete the transaction contemplated hereunder on the later of the Closing Date or and the date thirty (30) days after Seller notifies Purchaser Buyer in writing that it has cured such defects, subject, however, to any and all other conditions of closing set forth in this Agreement. If Seller does not cure such defect or defects, Purchaser may terminate this Agreement and receive back its Earnest Money.

Title Objections. If objection Purchaser shall have twenty (20) days after the ---------------- Effective Date in which to search title to the title is made by Purchaser that the title is not Property and in the condition required hereunder (but Purchaser shall not object which to the existing indebtedness in current condition), furnish Seller shall have ten (10) days from the date it is notified in writing with a copy of the particular defects 5 claimed to cure such defects to Purchaser's satisfaction, title commitment and if a written statement of any title objections adversely affecting the marketability of said title other than the Permitted Exceptions. Should Purchaser fail to notify Seller is unable to cure of any such defects title objections within the aforesaid ten (10) day time period, Purchaser shall be deemed to have waived all objections to the righttitle of the Property. Seller shall have twenty (20) days after receipt of any such written objections (hereinafter referred to as the "Title Cure Period") in which Seller shall in good faith endeavor to satisfy or correct (but shall not be obligated to cure) all such valid title objections. In the event Seller fails to satisfy or correct all valid title objections within the Title Cure Period, at its optionPurchaser shall, by written notice to Seller given within five (5) days after the expiration of the Title Cure Period, elect one of the following: (a) to waive such title objections and to close the transaction on or before the later of (i) waive the defects and proceed with the closing of this transactionClosing Date, or (ii) three (3) days following such notice, accepting the Deed subject to such title objections and without reduction of the Purchase Price; or (b) to terminate this Agreement and receive an immediate a refund of the Deposit Deposit, in which event neither party hereto Seller nor Purchaser shall have any further liability rights, duties or obligation hereunderobligations under this Agreement, except for any rights or obligations hereunder which, by their terms, survive any termination, cancellation, rescission, expiration or consummation of this Agreement, and the lien or right, if any of Purchaser against or to the Property shall wholly cease. Seller shall not be required and is not obligated hereby to bring any action or proceeding, or (iii) remove otherwise to incur any existing encumbrances upon expense, to render the title to the Property free of any matters objected to by Purchaser. The acceptance of the Deed by Purchaser shall be deemed to be full performance of and discharge of any agreement and obligation on the part of Seller to be performed pursuant to the provisions of this Agreement, except for any rights or obligations hereunder which, by their terms, survive any termination, cancellation, rescission, expiration or consummation of this Agreement. Mortgages encumbering the Property which are to be paid by Seller is required to remove under this Agreement by payment out of the cash payment portion of from the Purchase Price, Price at the time of Closing, of such sums as are required to discharge such encumbrances or, if Purchaser elects, such encumbrances can be assumed with abatement of the Purchase Price. Except in the case of mortgages, judgments or liens which Closing shall be paid out of the purchase price at closing Seller may at its option use its best efforts to cure any such defects to Purchaser's satisfaction. If Seller cures such defects to the reasonable satisfaction of Purchaser within the time specified above, Purchaser agrees to complete the transaction contemplated hereunder on the later of the Closing Date or the date thirty (30) days after Seller notifies Purchaser in writing that it has cured such defects, subject, however, to any and all other conditions of closing set forth in this Agreement. If Seller does not cure such defect or defects, Purchaser may terminate this Agreement and receive back its Earnest Moneyconstitute valid title objections.

Title Objections. In the event Buyer’s Title Binder, as updated to closing, or Buyer’s Survey identifies any title exceptions or defects in title of which Buyer does not approve or which render title unmarketable or which unreasonably interferes with Buyer’s intended use of the Property (“Title Objections”), Buyer shall notify Seller (the “Title Report Objection Notice”) and Seller shall elect by written notice to Buyer (“Seller’s Disposition Notice”) within five (5) business days of a Title Report Objection Notice whether to correct such defects prior to Closing. If objection Seller fails to deliver the title is made by Purchaser that the title is not in the condition required hereunder Seller’s Disposition Notice to Buyer within five (but Purchaser shall not object to the existing indebtedness in current condition)5) business days of receipt a Title Report Objection Notice, Seller shall be deemed to have ten (10) days from objected affirmatively to all matters set forth in the Title Report Objection Notice and the same shall constitute Seller’s refusal to correct, on or before the date it of Closing, all title matters to which Buyer objected in the Title Report Objection Notice, subject to Seller’s obligation to cure certain exceptions pursuant to this Section 6.2. In the event Seller cannot correct such defects by Closing or chooses not to correct such defects subject to Seller’s obligation to cure certain exceptions pursuant to this Section 6.2, then Buyer may accept title as is notified in writing without abatement or reduction of Purchase Price or Buyer may cancel this Agreement upon notice to Seller and receive a full refund of the particular defects 5 claimed to cure such defects to Purchaser's satisfactionDeposit. Upon delivery of Buyer’s notice canceling this Agreement, this Agreement shall thereupon be deemed canceled and become void and of no further effect, and if Seller is unable to cure such defects within the aforesaid ten (10) day period, Purchaser neither party shall have any obligations of any nature to the rightother hereunder or by reason hereof, except for those provisions herein which by their terms expressly survive. Seller shall not be required to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to fulfill any condition or to expend any moneys therefor, nor shall Buyer have any right of action against Seller therefor, at its optionlaw or in equity, provided, however, that, notwithstanding anything to the contrary contained herein, Seller shall remove or cause to be removed of record (i) waive the defects lien of any mortgage, security agreement, financing statement or any other instrument which evidences or secures indebtedness and proceed with affects the closing of this transaction, Property and (ii) terminate this Agreement any other liens or encumbrances against the Property, including without limitation mechanics liens, which were not caused by the acts or omissions of Buyer, its agents, contractors or representatives and receive an immediate refund of the Deposit in which event neither party hereto shall have any further liability or obligation hereunder, or (iii) remove any existing encumbrances upon the Property 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 Closing, of such sums as are required to discharge such encumbrances or, if Purchaser elects, such encumbrances can be assumed with abatement cured by the payment of the Purchase Price. Except money in the case of mortgages, judgments or liens which shall be paid out of the purchase price at closing Seller may at its option use its best efforts to cure any such defects to Purchaser's satisfaction. If Seller cures such defects to the reasonable satisfaction of Purchaser within the time specified above, Purchaser agrees to complete the transaction contemplated hereunder on the later of the Closing Date or the date thirty (30) days after Seller notifies Purchaser in writing that it has cured such defects, subject, however, to any and all other conditions of closing set forth in this Agreement. If Seller does not cure such defect or defects, Purchaser may terminate this Agreement and receive back its Earnest Moneyliquidated amounts.

Title Objections. If objection to the title is made by Purchaser that the title is not in the condition required hereunder Within fifteen (but Purchaser shall not object to the existing indebtedness in current condition), Seller shall have ten (1015) days from after receiving the date it is notified in writing later of the particular defects 5 claimed to cure such defects to PurchaserTitle Commitment or the Survey, Buyer shall notify Seller if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions (including, without limitation, any matters set forth on Schedule 5.4) that, in Buyer's satisfactionreasonable judgment, and if are unacceptable ("Title Objections"). If Seller is unable or unwilling to cure such defects any Title Objections, Seller will provide written notice thereof to Buyer within the aforesaid ten fifteen (1015) day period, Purchaser days following receipt of notice of Title Objections from Buyer and Buyer shall have the right, at its option, by written notice to Seller within fifteen (15) days following receipt of Seller's written notice, either (i) waive the defects and proceed with the closing of this transaction, (ii) to terminate this Agreement and receive an immediate obtain a refund of the Deposit in which event neither party hereto Xxxxxxx Money and all interest thereon, whereafter both Parties shall have be relieved and discharged of any further liability rights, liabilities or obligation obligations hereunder, or (iiiii) 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 right to terminate with respect to such title matters. However, if Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and Seller shall have an opportunity, at its expense, 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 to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or remove any existing encumbrances upon the Property which Title Objections. If Seller is required to remove under this Agreement by payment out of the cash payment portion of the Purchase Price, at the time of Closing, of such sums as are required to discharge such encumbrances or, if Purchaser elects, such encumbrances can be assumed with abatement of the Purchase Price. Except in the case of mortgages, judgments or liens which shall be paid out of the purchase price at closing Seller may at its option use its best efforts unable to cure any such defects to Purchaser's satisfaction. If Seller cures such defects to Title Objections within the Title Cure Period that, in the reasonable satisfaction of Purchaser within the time specified above, Purchaser agrees to complete the transaction contemplated hereunder on the later opinion of the Closing Date Title Company or the date thirty Buyer, must be cured in order to deliver good and marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (3015) days after Seller notifies Purchaser in writing that it has cured such defectsexpiration of the Title Cure Period, subject, however, to any and all other conditions of closing set forth in terminate this Agreement, in which event the Xxxxxxx Money shall be fully refunded to Buyer. If Seller does not cure Any changes to the Title Commitment or the Survey prior to the Closing and subsequent to the Buyer's receipt of the Title Commitment or Survey will be subject to the Title Objections procedures of this Section 11.3, commencing as of the date Buyer obtains knowledge of such defect or defects, Purchaser may terminate this Agreement and receive back its Earnest Moneychange.