Title Supplements Sample Clauses

Title Supplements. If, prior to Closing, the Title Company issues an endorsement to the Reports showing additional exceptions to title, other than exceptions arising due to acts or omissions of Buyer or as set forth on any prior Report (a "REPORT SUPPLEMENT"), Buyer will have 10 days (a "SUPPLEMENTAL TITLE REVIEW PERIOD") from the date of receipt of the Report Supplement and a copy of each document referred to in the Report Supplement in which to give notice of dissatisfaction as to any additional exceptions to Colonial. If Buyer is dissatisfied with any additional exceptions shown in the Report Supplement, then Buyer may either (i) terminate this Agreement, the Asset Agreement, the Option Agreement and the Master Agreement, (ii) accept title subject to such additional exceptions or (iii) exclude the Purchased Real Property subject to the Report Supplement, in which case the Purchase Price will be adjusted accordingly. If Buyer has not notified Colonial of its election prior to the close of business on the 10th day following Buyer's receipt of the Report Supplement, Buyer will be deemed to have accepted title subject to such additional exceptions.
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Title Supplements. If, prior to Closing, Escrow Agent issues a supplemental Report showing additional exceptions to title, other than exceptions arising in the ordinary course of the passage of time or the conduct of business, or arising due to acts or omissions of Parent or Buyer, or as set forth on any prior Report (a "Title Report Supplement"), Parent will have 10 days (a "Supplemental Title Review Period") from the date of receipt of the Title Report Supplement and a copy of each document referred to in the Title Report Supplement in which to give notice of dissatisfaction as to any additional exceptions to Seller. If Parent has not notified Seller of its dissatisfaction prior to the close of business on the 10th day following Parent's receipt of the Title Report Supplement, Parent and Buyer will be deemed to have accepted title subject to such additional exceptions.
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Title Supplements. If, prior to Closing, Escrow Agent issues a supplemental title report showing additional exceptions to title, other than exceptions arising due to acts or omissions of Parent or Buyer or as set forth on any prior Report (a "TITLE REPORT SUPPLEMENT"), Parent shall have 10 days (a "SUPPLEMENTAL TITLE REVIEW PERIOD") from the date of receipt of the Title Report Supplement and a copy of each document referred to in the Title Report Supplement in which to give notice of dissatisfaction as to any additional exceptions to Seller. If Parent is dissatisfied with any additional exceptions shown in the Title Report Supplement, then Parent may either (i) terminate this Agreement, the Asset Agreement and the Master Agreement, or (ii) accept title subject to such additional exceptions. If Parent has not notified Seller of its election prior to the close of business on the 10th day following Parent's receipt of the Title Report Supplement, Parent and Buyer will be deemed to have accepted title subject to such additional exceptions. Upon any termination by Parent, the Deposit will be immediately returned to Parent and this Agreement, the Asset Agreement and the Master Agreement will be terminated.
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Title Supplements. To the extent that Buyer elects to obtain any supplemental reports issued by the Title Company prior to Closing (collectively, a “Title Report Supplement”), Buyer shall provide a copy of the Title Report Supplement to Seller.
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Title Supplements. Buyer may order supplements to the Commitment at any time prior to the Closing. Buyer shall have one (1) business day after receipt of any supplements to the Commitment to provide a written notice to Seller ("BUYER TITLE NOTICE") objecting to any matters shown in such supplement. If Buyer does not deliver such notice to Seller within such period then Buyer shall be deemed to have approved all of the exceptions shown in the supplement.
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Title Supplements. If, prior to Closing, Escrow Agent issues a supplemental Report showing additional exceptions to title, other than exceptions arising in the ordinary course of the passage of time or the conduct of business, or arising due to acts or omissions of Parent or Buyer, or as set forth on any prior Report (a "TITLE REPORT SUPPLEMENT"), Parent will have 10 days (a "SUPPLEMENTAL TITLE REVIEW Period") from the date of receipt of the Title Report Supplement and a copy of each document referred to in the Title Report Supplement in which to give notice of dissatisfaction as to any additional exceptions to Seller. If Parent has not notified Seller of its dissatisfaction prior to the close of business on the 10th day following Parent's receipt of the Title Report Supplement, Parent and Buyer will be deemed to have accepted title subject to such additional exceptions.
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Title Supplements. If, after the Effective Date and prior to Closing, Title Company issues a supplemental or updated title commitment showing exceptions to title that are not Permitted Exceptions, that are not attributable to any act or omission of Buyer or its contractors, agents or employees, and that do not constitute a Permitted New Title Exception (a “Title Supplement”; such additional exceptions being herein called the “Additional Exceptions”), Buyer shall have five (5) Business Days from the date of receipt of both the Title Supplement and a copy of each Additional Exception and (to the extent the nature of the Additional Exceptions is such that it is capable of being depicted on a survey) an update to the Survey (or, as applicable Updated Survey) depicting the location of such Additional Exception in which to give notice to Seller of Buyer’s objection to any such Additional Exceptions (such notice being herein called the “Supplemental Objection Notice”; the Additional Exceptions to which Buyer objects in such Supplemental Objection Notice being herein called the “Supplemental Title Objections”). If Buyer provides such Supplemental Objection Notice to Seller timely, Seller shall use its commercially reasonable efforts (which shall be limited to, in the case of expending funds, up to $250,000.00 in the aggregate to cure such Supplemental Title Objections) to cure the Supplemental Title Objections; provided, that, in all events Seller shall be obligated to cure Mandatory Cure Matters and any Additional Exception attributable to any act or omission of Seller after the Effective Date. If Seller has not cured the Supplemental Title Objections (the same shall be cured if the Title Company has removed the same from an updated version of the Title Commitment) within five (5) Business Days following receipt of the Supplemental Objection Notice (such five Business Day cure period is herein called the “Seller’s Supplemental Cure Period”) and such Supplemental Title Objection has a material adverse effect on the value of the Land encumbered thereby or the use thereof for the uses being made as of the Effective Date, then in such event Buyer shall have, as Buyer’s sole and exclusive remedy on account thereof, the right and option to terminate this Agreement by providing written notice to Seller no later than five (5) Business Days following the expiration of Seller’s Supplemental Cure Period. If Buyer terminates this Agreement pursuant to this paragraph, the termination hereof sha...
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Related to Title Supplements

  • Seller's Documents At Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Mortgage Schedules The Seller from time to time shall provide the Purchaser with certain information constituting a preliminary listing of the Mortgage Loans to be purchased on each Closing Date in accordance with the related Purchase Price and Terms Agreement and this Agreement (each, a "Preliminary Mortgage Schedule"). The Seller shall deliver the related Mortgage Loan Schedule for the Mortgage Loans to be purchased on a particular Closing Date to the Purchaser at least five (5) Business Days prior to the related Closing Date. The related Mortgage Loan Schedule shall be the related Preliminary Mortgage Schedule with those Mortgage Loans which have not been funded prior to the related Closing Date deleted.

  • Schedules of Mortgage Loans The Depositor and the Seller have agreed upon which of the Mortgage Loans owned by the Seller are to be purchased by the Depositor pursuant to this Agreement and the Seller will prepare on or prior to the Closing Date a final schedule describing such Mortgage Loans (the “Mortgage Loan Schedule”). The Mortgage Loan Schedule shall conform to the requirements of the Depositor as set forth in this Agreement and to the definition of “Mortgage Loan Schedule” under the Trust Agreement. The Mortgage Loan Schedule attached hereto as Schedule A specifies those Mortgage Loans that are Transferred Mortgage Loans and the Mortgage Loan Schedule attached hereto as Schedule B specifies those Mortgage Loans that are Bank Originated Loans, each of which categories of Mortgage Loans have been assigned by the Bank to the Seller pursuant to the Assignment and Assumption Agreement.

  • Closing Documents The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), and upon which the Interested Parties may rely:

  • Disclosure Supplements From time to time prior to the Effective Time, each party shall promptly supplement or amend any materials Previously Disclosed and delivered to the other party pursuant hereto with respect to any matter hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in materials Previously Disclosed to the other party or which is necessary to correct any information in such materials which has been rendered materially inaccurate thereby; no such supplement or amendment to such materials shall be deemed to have modified the representations, warranties and covenants of the parties for the purpose of determining whether the conditions set forth in Article VI hereof have been satisfied.

  • Additional Title Documents The Receiver, the Corporation and the Assuming Institution each agree, at any time, and from time to time, upon the request of any party hereto, to execute and deliver such additional instruments and documents of conveyance as shall be reasonably necessary to vest in the appropriate party its full legal or equitable title in and to the property transferred pursuant to this Agreement or to be transferred in accordance herewith. The Assuming Institution shall prepare such instruments and documents of conveyance (in form and substance satisfactory to the Receiver) as shall be necessary to vest title to the Assets in the Assuming Institution. The Assuming Institution shall be responsible for recording such instruments and documents of conveyance at its own expense.

  • Custodial Agreements Immediately prior to the transfer of the Receivables by the Seller to the Depositor, the Seller or an Affiliate of the Seller had possession of the Receivable Files and there were no, and there will not be any, custodial agreements in effect materially adversely affecting the right or ability of the Seller to make, or cause to be made, any delivery required under this Agreement.

  • Seller’s Closing Documents For and in consideration of, and as a -------------------------- condition precedent to, Purchaser's delivery to Seller of the Purchase Price described in Paragraph 3 hereof, Seller shall obtain or execute, at Seller's expense, and deliver to Purchaser at Closing the following documents (all of which shall be duly executed, acknowledged, and notarized where required and shall survive the Closing):

  • Perfection Certificates and UCC Search Results The Agent shall have received from each of the Borrower and its Subsidiaries a completed and fully executed Perfection Certificate and the results of UCC searches with respect to the Collateral, indicating no liens other than Permitted Liens and otherwise in form and substance satisfactory to the Agent.

  • Sub-Servicing Agreements (a) Each of the applicable Master Servicer and the applicable Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder, provided that (A) in each case, the Sub-Servicing Agreement (as it may be amended or modified from time to time): (i) insofar as it affects the Trust, is consistent with this Agreement in all material respects; (ii) expressly or effectively provides that if the applicable Master Servicer or applicable Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), any successor to the applicable Master Servicer or the applicable Special Servicer, as the case may be, hereunder (including the Trustee if the Trustee has become such successor pursuant to Section 7.02) may thereupon either assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the applicable Master Servicer or applicable Special Servicer, as the case may be, under such agreement or, other than in the case of any Designated Sub-Servicing Agreement, terminate such rights and obligations without payment of any fee; (iii) prohibits the Sub-Servicer (other than a Designated Sub-Servicer) from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the applicable Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the applicable Master Servicer would be prohibited from taking hereunder; (iv) if it is entered into by the applicable Master Servicer, does not purport to delegate or effectively delegate to the related Sub-Servicer any of the rights or obligations of the applicable Special Servicer with respect to any Specially Serviced Mortgage Loan or otherwise; (v) provides that the Trustee, for the benefit of the Certificateholders (and, in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, also for the benefit of the related Serviced Pari Passu Companion Loan Holder(s)), shall be a third party beneficiary under such agreement, but that (except to the extent the Trustee or its designee assumes the obligations of the applicable Master Servicer or applicable Special Servicer, as the case may be, thereunder as contemplated by the immediately preceding clause (ii)) none of the Trustee, any successor to the applicable Master Servicer or applicable Special Servicer, as the case may be, or any Certificateholder (or, in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s)) shall have any duties under such agreement or any liabilities arising therefrom except as explicitly permitted by subsection (k) of this Section 3.22 or otherwise herein; (vi) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such agreement with respect to such purchased Mortgage Loan without cause and without payment of any termination fee; (vii) does not permit the subject Sub-Servicer any rights of indemnification out of the Trust Fund except through the applicable Master Servicer or applicable Special Servicer, as the case may be, pursuant to Section 6.03; (viii) does not impose any liability or indemnification obligation whatsoever on the Trustee or the Certificateholders with respect to anything contained therein; (ix) provides that, following receipt of the applicable Mortgage Loan Purchase Agreement, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide a copy of the applicable Mortgage Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the applicable Master Servicer or the applicable Special Servicer, as applicable, in writing within five (5) Business Days after such Sub-Servicer discovers (without implying that the Sub-Servicer has a duty to make or attempt to make such discovery) a Document Defect or discovers (without implying that the Sub-Servicer has a duty to make or attempt to make such discovery) or receives notice of a Breach or receives a Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, in each case with respect to a Mortgage Loan being sub-serviced by such Sub-Servicer; and (x) if the subject Sub-Servicer is a Servicing Function Participant or an Additional Servicer, provides that (y) the failure of such Sub-Servicer to comply with any of the requirements under Article XI of this Agreement applicable to such Sub-Servicer, including the failure to deliver any reports, certificates or disclosure information under the Exchange Act or under the rules and regulations promulgated under the Exchange Act, at the time such report, certification or information is required under Article XI and (z) the failure of such Sub-Servicer (other than with respect to Prudential Asset Resources, Inc. as the Primary Servicer under the Primary Servicing Agreement) to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other series of certificates for which the Depositor or an Affiliate is the depositor shall constitute an event of default or servicer termination event on the part of such Sub-Servicer upon the occurrence of which the applicable Master Servicer or the applicable Special Servicer, as the case may be, and the Depositor shall be entitled to immediately terminate the related Sub-Servicer, which termination shall be deemed for cause; and (B) at the time the Sub-Servicing Agreement is entered into, the subject Sub-Servicer (other than a Designated Sub-Servicer in connection with a Sub-Servicing Agreement executed as of the Closing Date) is not a Prohibited Party unless (in the case of this clause (B)) the appointment of such Person as a Sub-Servicer has been expressly approved by the Depositor acting in its reasonable discretion.

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